The
Secretary of State’s Office is a ministerial filing
office and cannot provide legal advice to
citizens. Nothing in the following language should
be construed to constitute legal advice. The
Secretary of State’s Office strongly recommends that
you seek the assistance of counsel before making any
decisions that may have legal implications.
1) How do I file
business filings documents with the Secretary of
State’s Office?
Documents may be mailed to, or sent by UPS/FedEx, or
hand-delivered (between the hours of 8:30 am and
4:30 pm) to:
SC Secretary of State's Office
Attn: Business Filings Division
1205 Pendleton Street, Suite 525
Columbia, SC 29201
2) How long does it
take to complete a filing with the Secretary of State’s
Office?
Generally, upon receipt of a filing, the
Secretary of State’s Office will have it completed
within two business days. During some periods the office
experiences extremely heavy workloads which may result
in longer filing periods. For filings that are submitted
in duplicate with self-addressed, stamped envelopes, the
office will return a filed copy to the individual via
regular mail.
3) How
can I get a copy of a filed document?
To get
copies of Articles of Incorporation or any other
documents filed relating to business entities, you must
send in a Business
Filing Document Request Form. Copies are $1.00 for
the first page and $.50 for additional pages. If you
would like the copies certified, you should add $2.00.
Please be aware that documents filed with the Secretary
of State's Office prior to 1986 may be located at the
South Carolina Department of Archives. If a document
that you have requested is located at Archives, our
office will notify you as soon as possible with the
information necessary to obtain the document directly
from Archives.
4) What
is a certified copy?
A
certified copy is a true copy of a document that has
been filed with the Secretary of State’s Office.
5) What
is a Certificate of Existence (also known as
a Certificate of Good Standing) and how can I get a copy
of one?
A
Certificate of Existence, also known as a Certificate of
Good Standing, is a certificate that states that an
entity is in good standing with the Secretary of State’s
Office, and has, to the best of the Secretary of State’s
knowledge, filed all required tax returns with the
Department of Revenue. A Certificate of Existence
(Certificate of Good Standing) may be requested using a Business
Filing Document Request Form with
a $10 filing fee.
6) Does
the Secretary of State’s Office issue corporate ID
numbers?
No. When
you submit organizing documents (Articles of
Incorporation or Articles of Organization) in duplicate,
the Secretary of State’s Office will return a certified
copy of the articles, along with a Certificate of
Existence. This is the only identifying information that
the Secretary of State’s Office will issue.
7) Does
the Secretary of State’s Office have information on the
directors, officers or members of an entity?
In
general, entities are not required to disclose the names
of directors, officers or members to the Secretary of
State’s Office. Business corporations must submit the
names of directors on the Annual Report that is filed
with the Department of Revenue. The names of these
directors are considered public information and can be
requested by contacting the Department of Revenue at
(803) 896-1164.
8) Does
the Secretary of State’s Office have information on the
stockholders of a corporation?
Corporations are not required to submit the names of
stockholders to the Secretary of State’s
Office. Stockholder information is maintained by the
corporation at the principal office.
9) Does
the Secretary of State’s Office have bylaws on file for
corporations?
Corporations are not required to file their bylaws with
the Secretary of State’s Office. If corporations decide
to file the bylaws, the office will accept them. Bylaws
should be kept with the corporate records at the
corporation’s principal office.
10) Can the Secretary of
State’s Office investigate businesses?
No. Pursuant to statute, the Secretary of State’s Office
is a ministerial office. This means that the Secretary
of State’s Office is a filing office that has no
authority to investigate complaints against
businesses. If you are a consumer complaining against a
South Carolina business, you should contact the South
Carolina Department of Consumer Affairs at (803)
734-4200 orhttp://www.scconsumer.gov/ or
the Better Business Bureau atwww.bbb.org. If
you have a complaint against a business that involves
potential criminal activity, you should contact local
law enforcement.
11) Can the Secretary of
State’s Office investigate nonprofit corporations?
The
Secretary of State’s Office has the authority to
investigate charitable organizations. If a nonprofit is
also a charitable organization, the Secretary of State’s
Office may look into the matter. For more information on
charitable organizations, please visit the Public
Charities Division. If the nonprofit is not acting
as a charitable organization, the Secretary of State
would have no authority to investigate the
nonprofit. The South Carolina Attorney General is given
the authority to investigate nonprofits under the
following section in the Nonprofit
Act §33-31-171.
12) Does the Secretary
of State’s Office regulate Homeowner’s Associations?
No. Homeowner’s Associations that choose to incorporate
as a nonprofit corporation file Articles of
Incorporation with the Secretary of State’s Office. The
Secretary of State’s Office can provide you with copies
of any business filings the Homeowner’s Association may
have filed with the office (please see question #2 for
more information on requesting copies of filed
documents). The Secretary of State does not have any
authority to regulate Homeowner’s Associations, mediate
disputes between members of Homeowner’s Associations or
force the Homeowner’s Association to take any
action. Homeowners may need the assistance of counsel to
resolve any disputes.
13) Do I need to file my
sole proprietorship with the Secretary of State’s
Office?
No. Sole
proprietorships do not have to file with the Secretary
of State’s Office. Business corporations, nonprofit
corporations, limited partnerships, limited liability
partnerships and limited liability companies are the
only business entities that must file with the Secretary
of State’s Office.
14) Do I need to file my
partnership with the Secretary of State’s Office?
No.
General partnerships do not have to file with the
Secretary of State’s Office. Business corporations,
nonprofit corporations, limited partnerships, limited
liability partnerships and limited liability companies
are the only business entities that must file with the
Secretary of State’s Office.
15) Can I get a retail
license or business license from the Secretary of
State’s Office?
No. Business licenses are issued at the county or city
level. All counties and cities vary in their
requirements, so you should check with your particular
county or city to get additional information. The South
Carolina Association of Counties’ Website (http://www.sccounties.org/index.htm)
has contact information for all of the counties in South
Carolina. Retail licenses are issued by the South
Carolina Department of Revenue (http://www.sctax.org/default.htm).
Additionally, professional licenses (ex: contractor’s
licenses, certified public accountant licenses) are
issued by the South Carolina Department of Labor,
Licensing and Regulation (http://www.llr.state.sc.us/).
16) Does the Secretary
of State’s Office file DBA (doing business as) names?
No. The
Secretary of State’s Office does not register DBA or
trade names. The Secretary of State’s Office only keeps
a registry of legal names of business entities that are
organized under the laws of South Carolina or have
authority to transact business in the state of South
Carolina.
17) How can I tell if a
name is available for use by my entity?
You may
check the names of all entities registered with the
Secretary of State’s Office by searching the corporate
database (Search
Business Filings). An entity name must be grammaticallydistinguishable
from all other names filed with the office. Different
corporate endings are not considered grammatically
distinguishable. For example, ABC, Inc. is not
considered grammatically distinguishable from ABC, LLC.
18) Do I need to reserve
a name if I am ready to incorporate or organize my
entity?
No. If you
are ready to incorporate or organize your business
entity you may go ahead and file the articles of
incorporation or organization. You should only reserve a
name if you are not yet ready to incorporate or
organize, but you want to make sure that the name you
have chosen is reserved for your use. A name reservation
is only good for a nonrenewable 120-day period. For
additional information about forms and fees, please
visit ourLibrary
of Forms and Fees page.
19) If I file the name
of a business entity with the Secretary of State’s
Office, can anyone else use my business name?
The filing of a business
name with the Secretary of State does not, in and of
itself, provide an exclusive right to use the name. Some
businesses choose not to incorporate, therefore the
Secretary of State would have no control over the names
that these businesses decide to use. The Secretary of
State’s Office will not allow an entity to incorporate
or organize with a name that is identical to a name that
the office already has in its database. Additionally,
the Secretary of State only acts as a filing office,
therefore it is unable to mediate disputes involving
names. The question of who owns a business name is a
very difficult question that must be settled in a civil
setting, often with the assistance of
counsel. Individuals who wish to trademark a business
name should contact the Trademarks
Division of
the Secretary of State’s Office.
20) How do I change the
name of my business entity?
Articles
of Amendment must be filed to change the name of a
business entity.
21) What is a domestic
entity?
A domestic
entity is an entity that is organized under the laws of
South Carolina.
22) What is a foreign
entity?
A foreign
entity is an entity that is organized under the laws of
another state or jurisdiction. A foreign entity may
apply for a Certificate of Authority to transact
business in South Carolina.
23) When should my
foreign entity apply for a certificate of authority?
If your
entity will be transacting business in the State of
South Carolina, it must apply for a Certificate of
Authority. The statutory sections that define the
guidelines for transacting business are as follows:
Business Corporations - §33-15-101
Nonprofit Corporations - §33-31-1501
Limited Partnerships - §33-42-1690
Limited
Liability Partnerships - §33-41-1210
Limited
Liability Companies - §33-44-1003
If you are
unable to determine whether or not you should file for a
Certificate of Authority after reviewing the above
referenced sections, you will need to consult private
legal counsel. The Secretary of State's office cannot
provide legal advice concerning an entity’s need to
apply for a Certificate of Authority.
24) What is a fictitious
name form?
A
fictitious name form should be used by a foreign entity
when their legal name is not available for use in South
Carolina. This is not the registration of a DBA or trade
name. For additional information on forms and fees,
please visit our Library
of Forms and Fees page.
25) If my foreign entity
is no longer transacting business in South Carolina,
what do I need to do?
Foreign
entities that are no longer transacting business in
South Carolina should file a Certificate of
Withdrawal/Cancellation or a Surrender of Authority
form. The exact form that should be filed depends on the
type of entity. For additional information on forms and
fees, please visit our Library
of Forms and Fees page.
26) What is a registered
agent?
The
registered agent is the person authorized to accept
service of process or other legal documents for another
person.
27) Who can be a
registered agent?
Generally,
a registered agent can be a natural person, a business
corporation, nonprofit corporation or a limited
liability company. There are specific rules that apply
to registered agents for each entity type. Please make
sure that you review these rules before naming a
registered agent.
28) Is the registered
agent the owner of the entity?
The
registered agent may be the owner of the entity, but he
or she does not have to be. The registered agent may
just be the individual appointed to accept service of
process on behalf of the company without having any
involvement with ownership or operational functions.
29) Do I have to list a
physical address for the registered agent?
Yes. The
registered agent’s address must be listed as a physical
address. Our office will not accept registered agent
addresses that use a post office box.
30) How can I change the
registered agent listed for my business entity?
You can
submit a Change of Registered Agent or Registered Office
form with a $10 filing fee. Remember, the new registered
agent must sign the form showing their agreement to be
the registered agent. For additional information on
forms and fees, please visit our Library
of Forms and Fees page.
31) How can I resign as
the registered agent of a business entity?
Submit a
Resignation of Registered Agent form with the
appropriate filing fee to the Secretary of State’s
Office. For additional information on forms and fees,
please visit our Library
of Forms and Fees page.
32) What is an
incorporator?
The
incorporator is the person who submits the articles of
incorporation for a corporation to the Secretary of
State’s Office for filing.
33) Is the incorporator
the owner or a director of the entity?
The
incorporator may be the owner of the entity, but he or
she does not have to be. The incorporator may just be
the individual who assists in the formation of the
corporation without having any involvement with
subsequent ownership or operational functions.
34) How many
incorporators are needed to file the articles of
incorporation?
Only one
incorporator is needed, but there may be more than
one. Regardless of how many incorporators there are, all
incorporators who are listed on the Articles of
Incorporation must sign the articles in order for the
office to file them.
35) What is an
organizer?
The
organizer is the person who submits the Articles of
Organization for an LLC to the Secretary of State’s
Office for filing.
36) Is the organizer the
owner of the entity?
The
organizer may be the owner of the entity, but he or she
does not have to be. The organizer may just be the
individual who assists in the formation of the LLC
without having any involvement with subsequent ownership
or operational functions.
37) How many organizers
are needed to file the articles of organization?
Only one
organizer is needed, but there may be more than
one. Regardless of how many organizers there are, all
organizers who are listed on the Articles of
Organization must sign the articles in order for the
office to file them.
38) What is a CL-1 form
and when should I use it?
A CL-1
form is a Department of Revenue form that must be filed
with the Articles of Incorporation for all business
corporations and nonprofit corporations which are formed
as political associations. The office will not accept
these filings without the CL-1 Form.
39) How do I get a
Federal Employer Identification Number?
Federal
Employer Identification Numbers (FEINs) are issued by
the federal government. To apply for an FEIN click on
the following link http://www.irs.gov/pub/irs-pdf/fss4.pdf
40) In
general, who should sign forms that are to be filed
with the
Secretary of State for business
corporations?
All documents filed for
business corporations should be properly executed
pursuant to S.C.
Code Ann. §33-1-200(f). Documents filed with the
Secretary of State should be executed by (1) the
Chairman of the Board of Directors, president or another
of its officers; (2) if directors have not been selected
or the corporation has not been formed, by
incorporators; or (3) if the corporation is in the hands
of a receiver, trustee or other court appointed
fiduciary, by that fiduciary.
41) Does a South
Carolina attorney have to sign the Articles of
Incorporation for a business corporation organized under
the laws of South Carolina?
Yes. The
Articles of Incorporation should be signed by an
attorney licensed to practice in the state of South
Carolina.
42) In general, who
should sign forms that are to be filed with the
Secretary of State for nonprofit corporations?
All documents
filed for nonprofit corporations should be properly
executed pursuant to S.C. Code Ann. §33-31-120(f). Documents
filed with the Secretary of State should be executed by
(1) the Presiding Officer of its Board of Directors of a
domestic or foreign corporation, its president or
another of its officers; (2) if directors have not been
selected or the corporation has not been formed, by an
incorporator; or (3) if the corporation is in the hands
of a receiver, trustee or other court appointed
fiduciary, by that fiduciary.
43) Is my nonprofit
automatically tax exempt when I file articles of
incorporation with the Secretary of State’s Office?
No.
Incorporating as a nonprofit under the state law only
gives you approval to operate as a nonprofit corporation
in the state of South Carolina. In order to become a
tax-exempt organization you must apply to the Internal
Revenue Service using Form 1023. IRS Publication 557 can
assist you with the process of applying for tax
exemption. Please visit the IRS Website at www.irs.gov.
44) Are nonprofit
corporations required to have members?
No. Nonprofit corporations are not required to have
members. A member is defined by §33-31-140(23) as
a person who is entitled to vote on more than one
occasion for a director or directors or for other
matters which may require approval by the members.
45) What is the
difference between a public benefit, mutual benefit and
religious nonprofit corporation?
A public
benefit corporation
is formed for the benefit of society. Typically, if you
are going to apply to receive 501(c)(3) tax-exempt
status from the Internal Revenue Service, you are going
to choose to be a public benefit corporation. Again,
501(c)(3) status is determined by the IRS. To find out
more information about tax exemptions, please visit the
IRS Website atwww.irs.gov.
A mutual
benefit corporation
is one that benefits a specific group of people, most
often their membership. Examples of mutual benefit
corporations would be homeowner’s associations or social
clubs. A religious
nonprofitis organized primarily or exclusively
for religious purposes.
46) If my nonprofit is a
public benefit or religious benefit do I have to answer
question number 6 on the Articles of Incorporation?
Yes. If
the nonprofit corporation is a public benefit or
religious benefit, you must complete
either Section “a” or Section “b”. If you are going to
apply for 501(c)(3) status, you must complete Section
"a." If you are not applying for 501(c)(3) status, you
may complete Section "b." Assets may in no
event be
distributed to members of the organization.
47) If my nonprofit is a
mutual benefit do I have to answer question number 7 on
the Articles of Incorporation?
Yes. If
the corporation is mutual benefit you must check either
Box “a” or Box “b”. By checking Box “a” you are stating
that upon dissolution, the assets of the corporation
will be distributed to the members, or if there are
none, then to the people that the corporation holds
itself out as benefiting.
48) In general, who
should sign forms that are to be filed with the
Secretary of State for limited partnerships?
Original
certificates of limited partnership should be signed by
all general partners. There are specific signing
procedures for other documents. Please review S.C. Code
of Laws §33-42-240 for
all signing procedures.
49) In general, who
should sign forms that are to be filed with the
Secretary of State for limited liability partnerships?
Pursuant
to S.C. Code of Laws §33-41-1110,
an application for registration of an LLP should be
signed by a majority in interest of the partners or by
one or more partners who are authorized to execute the
document.
50) In general, who
should sign forms that are to be filed with the
Secretary of State for limited liability companies?
All documents filed for
limited liability companies should be properly executed
pursuant to S.C. Code Ann. §33-44-205(a),which
states, “Except
as otherwise provided in this chapter, a record to be
filed by or on behalf of a limited liability company in
the office of the Secretary of State must be signed in
the name of the company by a (1) manager of a
manager-managed company; (2) member of a member-managed
company; (3) person organizing the company, if the
company has not been formed; or (4) fiduciary, if the
company is in the hands of a receiver, trustee or other
court-appointed fiduciary.”
51) Do I have to list
the members of an LLC?
There is
no statutory requirement that the members’ names be
listed on the Articles of Organization.
52) What is the
difference between a term and at-will LLC?
A term
company is defined in §33-44-101(19) as
an LLC in which its members have agreed to remain
members until the expiration of the term specified in
the articles of organization. A termination date must be
included in this item. A term company will dissolve on
the date listed as the termination date. If this box is
not checked, your LLC will operate as an at-will
company. An at-will company does not have a specific
date upon which it will terminate. Please be aware that
there are different default rules for term and at-will
companies that should be considered when organizing the
LLC.
53) What does it mean
when the Secretary of State’s Website lists a business
entity as in forfeiture?
This means
that an entity has failed to meet certain statutory
guidelines and the Secretary of State’s Office has
administratively dissolved the entity. An entity that is
administratively dissolved is not in good standing.
54) What does it mean if
my business entity has been administratively dissolved?
By
statute, the Secretary of State’s Office can
administratively dissolve an entity for failure to
comply with certain requirements. An entity that is
administratively dissolved is not in good standing. The
following is a list of the laws related to
administrative dissolution by entity type:
Business Corporation - §33-14-200
Nonprofit Corporation - §33-31-1420
Limited Liability Company - §33-44-809
55) If my business
entity has been administratively dissolved by the
Secretary of State’s Office, how can I get it
reinstated?
If your
entity is a business corporation, you may reinstate at
any time after the dissolution by filing an Application
for Reinstatement of a Corporation Dissolved by an
Administrative Action. Nonprofit corporations and LLCs
must file for reinstatement within two years of the date
of the administrative dissolution. If your entity has
been administratively dissolved due to failure to file a
tax return to the South Carolina Department of Revenue (DOR),
you must first contact the DOR at (803) 896-1730. The
DOR will assist you in curing any filing deficiencies
with their office. Once you have complied with the DOR,
they will issue a Certificate of Tax Compliance. This
certificate should be filed with the Secretary of
State’s Office with the Application for
Reinstatement. Please see our Library
of Forms and Fees page
for additional information.
56) I am ready to end
the existence of my business, what documents do I need
to file with the Secretary of State’s Office?
If your
business is a business
corporation or nonprofit corporation, you should
file the Articles of Dissolution. If your business is a limited
liability company, you should file Articles of
Termination. If your business is a limited
liability partnership, you should file Articles of
Dissolution. If your business is a limited
partnership, you should file a Certificate of
Cancellation. You may need to contact an attorney or CPA
before dissolving and winding up all business. There may
be tax consequences or other special considerations that
may need to be explored before you simply file the
paperwork with the Secretary of State’s Office.
57) What is the time
period for filing a revocation of dissolution?
If you
have filed Articles of Dissolution for a business
corporation or nonprofit corporation and decide that you
now want to revoke that dissolution, you must file a
Revocation of Dissolution within 120 days of the filing
of the dissolution. For additional information about
forms and fees, please visit our Library
of Forms and Fees page.
58) How can I convert my
business entity into another form?
Please review the
Library
of Forms and Fees page to view all conversion
forms. Please note that conversion of entities into
different forms may have significant tax
consequences. You should not attempt to convert your
business entity without the assistance of an
attorney or CPA.
59) What
forms of payment does the Secretary of State's
Office
accept?
The Secretary of State's Office accepts cash,
personal checks, and money orders. The office
does not currently accept debit or credit cards.