How to Incorporate in South Carolina

South Carolina Secretary of State – Business Filings
1205 Pendleton Street – Suite 525
Columbia, SC 29201-3745

803.734.2158 telephone

Statutory Authority: South Carolina Business Corporation Act of 1988 — S.C. Code Ann. § 33-1 (2012)

South Carolina Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Initial Annual Report of Corporations.”
4. Prepare a Letter of Transmittal.
5. Submit the completed documents, along with a photocopy, your filing fees, and a self-addressed stamped envelope, to the South Carolina Secretary of State.

South Carolina Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in South Carolina:

1. Company name
2. Registered agent name and address
3. Registered agent signature
4. Number and class of authorized shares
5. Effective date if other than date of filing
6. Optional provisions
7. Name, address, and signature of each incorporator
8. Name, address, telephone, and signature of attorney certifying that the Articles of Incorporation comply with South Carolina Code of Laws

South Carolina Incorporation Fee Schedule

Application to Reserve Corporate Name: $10.00
Articles of Incorporation: $110.00 plus $25.00 Initial Annual Report fee
Application for Certificate of Authority to Transact Business: $110.00 plus $25.00 Initial Annual Report fee
Certified Copy: $3.00 plus $.50 per page
Annual License Fee: $25.00
Articles of Dissolution: $10.00

Company Name

Your company name must end with a corporate designator. In South Carolina the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the South Carolina Secretary of State’s website to confirm the availability of your company name.

If the name you want if available you can reserve it for 120 days by filing an “Applicable to Reserve Corporate Name” and paying a name reservation fee of $10.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

South Carolina requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a South Carolina resident or active South Carolina business entity that has a South Carolina street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a South Carolina resident and have a South Carolina street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a South Carolina corporation. Nevertheless, South Carolina permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Pay an annual license fee.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority to Transact Business in the State of South Carolina.”
2. Attach the “Initial Annual Report of Corporations.”
3. Attach an original certificate of existence no more than 30 days old from the official state of jurisdiction where the corporation is incorporated.
4. Submit the completed documents, along with a photocopy, the filing fee, and a self-addressed stamped envelope, to the South Carolina Secretary of State.

Dissolving a South Carolina Corporation

1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with one copy, a self addressed stamped envelope, and the filing fee to the South Carolina Secretary of State.

How to Incorporate in South Carolina
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