Frequently Asked Questions
These are the questions we hear most often. If yours isn't here, call us at (803) 774-8500 or schedule a consultation and we will get you an answer.The information on this page is general in nature and is provided for informational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. Every situation is different. If you have a specific legal matter, please contact our office directly to speak with an attorney.
Business Law
Questions about forming an entity, choosing the right structure, and putting the right documents in place from the start.
What business entities do you help form?
We assist clients with forming limited liability companies (LLCs), corporations, and partnerships in South Carolina. Each structure has different implications for liability protection, taxation, and governance, and we help you choose the one that fits your goals before we file anything.
What is the process for forming an LLC in South Carolina?
To form an LLC in South Carolina, you file Articles of Organization with the Secretary of State, obtain an Employer Identification Number from the IRS, register with the South Carolina Department of Revenue, and put an operating agreement in place. The operating agreement is the document that actually governs how your LLC runs, and it is the one most people overlook. We handle every step of the process and make sure the foundational documents are done right.
Do I need an operating agreement even if I am the only owner?
Yes. A single-member LLC still benefits from a well-drafted operating agreement. It reinforces the separation between you and the business, which is the whole point of forming an LLC in the first place. Without one, courts and creditors have more room to argue that you and the business are the same. We draft operating agreements for single-member and multi-member LLCs alike.
What is the difference between an LLC and a corporation?
An LLC offers flexible governance through a private operating agreement and passes income through to the owners for tax purposes, meaning the business itself typically does not pay income tax. A corporation has a more formal structure with a board of directors, required annual meetings, and the option to issue stock. Corporations can be taxed as an S-Corp or C-Corp, each with different implications. The right choice depends on your ownership structure, how you plan to grow, and how you want to be taxed. We walk through these differences with every new business client.
What are the advantages of forming a business entity?
The primary advantage is personal liability protection. If your business is properly formed and maintained as a separate entity, your personal assets are generally not at risk if the business is sued or cannot pay its debts. Forming an entity also creates credibility with clients and vendors, allows for cleaner tax planning, and provides a structure for bringing in co-owners or employees down the road.
What are governance documents and why do they matter?
Governance documents are the internal agreements that control how a business operates, who has authority to make decisions, how profits are distributed, and what happens when owners disagree or one wants to leave. For an LLC, this is the operating agreement. For a corporation, it includes bylaws and shareholder agreements. These documents matter because without them, disputes get resolved by default rules under state law, which may not reflect what you actually intended. A well-drafted governance document prevents most of the conflicts we see in business litigation.
Do I need a business license in South Carolina?
Most South Carolina counties, cities, and municipalities require businesses to obtain a local business license to operate within their jurisdiction. Licenses typically must be renewed annually. This is separate from any professional license required by the South Carolina Department of Labor, Licensing and Regulation for regulated professions. We advise clients on the licensing requirements that apply to their specific business and location.
Does my business need a registered agent?
Yes. Every corporation and LLC in South Carolina is required to designate a registered agent, which is a person or company authorized to receive legal documents and official correspondence on behalf of the business. The registered agent must have a physical address in South Carolina. We help our clients set up registered agent arrangements that protect their privacy and ensure they never miss an important legal notice.
Business Transactions
Questions about buying and selling businesses, due diligence, and what the documents actually mean before you sign.
What is required to start the process of buying or selling a business?
Most transactions begin with a letter of intent, which outlines the basic terms both sides have agreed to before the formal purchase agreement is drafted. From there, the buyer typically conducts due diligence, reviewing the seller's financials, contracts, liabilities, and operations. Once due diligence is complete, the parties negotiate and sign a purchase agreement and work toward closing. We represent buyers and sellers throughout this process and help clients understand what they are agreeing to at every stage.
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets of the business, such as equipment, contracts, inventory, and customer lists, while the legal entity stays with the seller. This means the buyer generally does not inherit the seller's liabilities. In a stock purchase, the buyer acquires the ownership interest in the entity itself, which includes all of its assets and liabilities. Most buyers prefer asset purchases for the liability protection they offer, but the right structure depends on the specific deal and what the business holds.
What is due diligence and what does it involve?
Due diligence is the process of reviewing everything material about a business before you commit to buying it. This typically includes several years of tax returns and financial statements, all significant contracts, lease agreements, employment arrangements, outstanding liabilities, pending or threatened litigation, licenses, and the condition of the business's key assets. The goal is to verify that what the seller is representing about the business is accurate and to identify any issues before they become your problem after closing.
What are representations and warranties in a purchase agreement?
Representations and warranties are the seller's formal promises to the buyer about the condition of the business being sold. They cover things like the accuracy of financial statements, the absence of undisclosed liabilities, the status of pending litigation, and whether all taxes have been paid. If a representation turns out to be false and the buyer suffers a loss as a result, the buyer may have a legal claim against the seller. The strength and breadth of these provisions are among the most important things we negotiate on behalf of buyers.
When should I hire an attorney for a business transaction?
Before you sign a letter of intent. Most people contact an attorney after the deal structure is already in place, but the letter of intent sets the framework for the entire transaction. Getting the structure right from the beginning is far easier than trying to renegotiate it once both sides have dug in. We recommend calling us as soon as you are seriously considering a purchase or sale.
Real Estate
Questions about residential and commercial closings, title insurance, and what to expect when buying or selling property in South Carolina.
Do I need an attorney for a real estate closing in South Carolina?
Yes. The South Carolina Supreme Court has determined that real estate closings constitute the practice of law and must be supervised by a licensed attorney. At Shuler Law Firm, our attorneys handle residential and commercial closings throughout South Carolina, review all closing documents with you, and make sure your interests are protected from contract to closing.
Can I choose my own closing attorney?
Yes. Whether you are buying, selling, or refinancing, you have the right to select your closing attorney. Your real estate agent or lender may suggest someone, but the choice is yours. We encourage buyers and sellers to choose an attorney who will represent their interests, not just process the paperwork.
What should I bring to a real estate closing?
You will typically need a valid government-issued photo ID, certified funds for any amounts owed at closing (usually a cashier's check or wire transfer), and confirmation that your homeowner's insurance is bound and in place. Your attorney will send you a closing disclosure in advance that outlines exactly what you owe. We make sure our clients know what to expect before they walk through the door.
What is title insurance and do I need it?
Title insurance protects you against defects in the title to the property you are purchasing, including undiscovered liens, errors in public records, or competing ownership claims that may surface after closing. There are two types: lender's title insurance, which most mortgage lenders require, and owner's title insurance, which protects the buyer directly. We strongly recommend owner's title insurance for every real estate purchase and can explain exactly what it covers.
What is the difference between residential and commercial real estate transactions?
Residential transactions follow a more standardized process with familiar forms and relatively uniform timelines. Commercial transactions are more complex, with longer due diligence periods, more heavily negotiated contracts, zoning and land use considerations, and often more complicated financing arrangements. Shuler Law Firm handles both and brings the same attention to detail to every transaction regardless of size.
Estate Planning
Questions we hear from individuals and families getting their affairs in order, often for the first time.
Do I need an estate plan if I don't have a lot of assets?
Yes. Estate planning is not just for people with significant wealth. A basic plan ensures that someone you trust is authorized to make decisions on your behalf if you become incapacitated, that your assets go to the people you intend, and that your family is not left navigating the court system to settle your affairs. Without a plan, the state decides what happens. Most people find that they have more to protect than they initially realize once they sit down and think through it.
What is the difference between a will and a trust?
A will is a legal document that expresses your wishes for how your assets should be distributed after you pass away. It goes through probate, which is a court-supervised process that can take time and become public record. A revocable trust allows you to transfer assets to your beneficiaries outside of probate, which can save time, reduce costs, and keep your affairs private. Some people benefit most from a will alone, others from a trust, and many from a combination of both. We help clients understand which approach fits their situation.
What happens if I die without a will in South Carolina?
If you die without a will, South Carolina's intestacy laws determine how your assets are distributed. The outcome may not match your wishes. If you are married with children, your spouse and children may share your estate in ways that surprise your family. If you have a blended family, a business, or specific wishes for how assets should be handled, dying without a will creates real risk for the people you leave behind.
What is a power of attorney and why do I need one?
A power of attorney is a legal document that authorizes someone you trust to act on your behalf in financial and legal matters if you become unable to do so yourself. A durable power of attorney remains in effect even if you become incapacitated, which is when it matters most. Without one, your family may have to go to court to obtain the authority to manage your affairs, a process that takes time and money at an already difficult moment.
What is a healthcare directive and how is it different from a living will?
A healthcare directive appoints someone to make medical decisions on your behalf if you cannot make them yourself. A living will documents your specific wishes regarding end-of-life care, such as whether you want life-sustaining treatment under certain circumstances. These documents work together to make sure your voice is heard by medical providers and your family when you cannot speak for yourself. We draft both as part of a comprehensive estate plan.
I own a business. Does that change my estate plan?
Significantly. Business owners need an estate plan that addresses both their personal assets and their ownership interest in the business. That means coordinating your will or trust with your buy-sell agreement or business succession plan, making sure there is a clear path for what happens to the business if you pass away or become unable to run it, and ensuring that your personal estate plan does not inadvertently conflict with your business documents. We work with business owners on both sides of this equation.
When should I update my estate plan?
Any major life change warrants a review: marriage, divorce, the birth of a child, the death of a beneficiary, a significant change in assets, or the purchase or sale of a business. As a general rule, reviewing your plan every three to five years is a good practice even if nothing significant has changed. Laws change, and your plan should reflect your current circumstances.
Conflict Resolution
Questions about what happens when a deal, a partnership, or a property dispute requires legal representation to resolve.
What types of disputes does Shuler Law Firm handle?
We handle real estate disputes including quiet title actions, partition actions, boundary and easement conflicts, and encroachment claims. We also represent clients in business disputes, partner disagreements, contract disputes, commercial arbitration, and business dissolution matters, both voluntary and contested. If a deal or a relationship has broken down and you need legal representation to protect your interests, we can help.
What is a quiet title action?
A quiet title action is a lawsuit filed to establish clear legal ownership of a piece of property and resolve competing claims to it. Common situations that require a quiet title action include disputed inheritance, a gap in the chain of title, an old lien that was never properly released, or a boundary dispute that has called ownership into question. The goal is to get a court judgment that definitively establishes who owns the property so it can be sold, refinanced, or developed without that cloud hanging over it.
What is a partition action?
A partition action is a legal proceeding that allows co-owners of a property to divide or sell it when they cannot agree on what to do with it. This comes up frequently when property is inherited by multiple family members who have different ideas about whether to keep it or sell it. The court can order either a physical division of the property or a forced sale with proceeds divided among the owners according to their respective interests. We represent clients on both sides of partition proceedings.
What is the difference between mediation, arbitration, and litigation?
Mediation is a voluntary process where a neutral third party helps both sides work toward a negotiated resolution. It is private, less formal, and often faster and less expensive than going to court. Neither side is bound to reach an agreement. Arbitration is more like a private trial where a neutral arbitrator hears both sides and issues a binding decision. It is generally faster and more confidential than court but less flexible once a decision is made. Litigation is the full court process with a judge and potentially a jury. It offers the most procedural protections but is typically the most time-consuming and costly path. We advise clients on which approach makes the most sense given the nature of their dispute.
My business partner and I are in a serious disagreement. What are my options?
It depends on what your governing documents say. A well-drafted operating agreement or shareholder agreement should include provisions for resolving disputes between owners, including buyout procedures, deadlock mechanisms, and dispute resolution requirements. If those provisions exist, they govern the process. If they do not, or if the disagreement has moved beyond what the documents contemplate, litigation or a negotiated separation may be the next step. We review your documents, advise you on your rights, and represent you through whatever process the situation calls for.
Can a contract dispute be resolved without going to court?
Often yes, and in many cases that is the better outcome for everyone involved. We work to resolve contract disputes through negotiation or mediation whenever possible, which saves time and money and gives both sides more control over the result. When the other party is not willing to negotiate in good faith or when the amount at stake justifies it, we are fully prepared to take the matter to court. We give clients an honest assessment of their options and the likely costs and outcomes of each.
What should I do if someone has encroached on my property?
Contact an attorney before taking any action yourself. The steps you take early in an encroachment situation can significantly affect your legal position. We review the relevant surveys and title documents, assess the extent and nature of the encroachment, and advise you on the remedies available under South Carolina law, which can include requiring removal of the structure, seeking compensation, or negotiating an easement depending on the circumstances.
Name, Image, and Likeness (NIL)
Questions from athletes, families, and collectives navigating NIL opportunities in South Carolina.
What is NIL and who does it apply to?
NIL stands for name, image, and likeness. Following a 2021 NCAA policy change and subsequent state laws, college athletes and in some states high school athletes are now permitted to be compensated for the use of their name, image, and likeness through sponsorships, endorsements, appearances, social media partnerships, and other commercial arrangements. South Carolina has adopted NIL rules that apply to both college and high school athletes. The landscape continues to evolve, which is why having reliable legal guidance matters.
Does Shuler Law Firm act as a sports agent?
No. Shuler Law Firm serves in a legal capacity only. We are attorneys who review contracts, advise athletes and families on their legal rights, and help protect their interests. We do not solicit or negotiate deals on your behalf in the way a sports agent would. What we do is make sure that when a deal is in front of you, you fully understand what you are agreeing to before you sign.
Why do I need an attorney to review a NIL contract?
NIL contracts are legal agreements with real consequences. They can include provisions that restrict what brands you can work with, how long the agreement lasts, what happens if you transfer schools, and how your name and image can be used after the deal ends. Some contracts include exclusivity clauses that limit your future opportunities without you realizing it. An attorney reviews these provisions with your interests in mind and identifies anything that could cause problems down the road.
Can high school athletes in South Carolina pursue NIL deals?
Yes. South Carolina permits high school athletes to engage in NIL activities, but the rules are specific to the level and the governing body that oversees your sport. What is permissible for a college athlete may not be permissible for a high school athlete, and the rules can vary by school district and athletic association. We advise high school athletes and their families on what is allowed, what to watch out for, and how to pursue opportunities without putting eligibility at risk.
Should an athlete form an LLC for NIL income?
For many athletes, yes. Forming an LLC provides a professional structure for NIL activities, separates personal assets from business income, and can offer tax planning advantages depending on how the income is structured. It also signals to brands and partners that the athlete is operating with a level of professionalism that can open doors. We handle LLC formation for athletes and walk them through what it means to operate as a business entity.
What is a NIL collective and do athletes need legal guidance when working with one?
A NIL collective is a third-party organization, often made up of fans, boosters, or local businesses, that pools resources to create NIL opportunities for athletes at a particular school. Agreements with collectives can be more complex than standard brand deals and may carry different terms around duration, exclusivity, and what happens if the collective changes or dissolves. Athletes should have any collective agreement reviewed by an attorney before signing, just as they would with any other contract.
What should I look for before signing a NIL deal?
At a minimum, you want to understand the term of the agreement and how it ends, what exclusivity provisions are included and whether they limit other opportunities, how your name and image can be used and for how long, what is required of you in terms of appearances or content, and what happens if you change schools or your athletic status changes. These are the questions we work through with every athlete client before anything is signed.
Working With Our Firm
Questions about how we work, who we serve, and how to get started.
What areas do you serve?
We are based in Sumter, South Carolina and serve clients throughout the state, including Sumter, Lee, Richland, Horry, Florence, Clarendon, Kershaw, and Williamsburg counties. For business and real estate matters, we routinely work with clients across South Carolina regardless of location.
Do you offer ongoing legal counsel for businesses?
Yes. Many of our clients do not need a full-time attorney but benefit from having experienced legal counsel they can call when a contract needs review, a dispute arises, or a business decision has legal implications. We serve as outside general counsel for businesses of all sizes and provide practical, responsive support on an as-needed basis.
How do I schedule a consultation?
You can call our office directly at (803) 774-8500 or reach out through the contact form on our website. We will get back to you promptly to discuss your situation and how we can help.