The business name chosen for the new South Carolina Corporation must be different from all other business entity registered and reserved with the state. Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” “Company,” or “Limited.” However, the name must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law.
An available corporate name may be reserved for 120 days by filing two copies of an Application to Reserve Corporate Name form, along with a $25 fee.
State Incorporation Timelines
The state incorporation timeline is 7 business days, and can be expedited in 2 business days if a faster service is desired.
State Incorporation Filing Fees
The state incorporation filing fee is $310, and can be expedited by paying an additional $50
Articles of Incorporation
Before the incorporation can commence operations in the state, a new South Carolina corporation must file articles of incorporation with the Corporations Department of the state Secretary of State’s office. The articles must be executed (signed) and delivered by at least one incorporator, who is not required to be an officer, director, or shareholder of the corporation. An incorporator may be any natural person or legal entity.
The articles must be accompanied by a filing fee of $135, an Initial Annual Report form (with a $25 fee), and a certificate signed by a South Carolina attorney that all requirements of applicable state law have been met. The attorney’s signature certifies that your articles contain the required information listed in Section 33-2-102 of the South Carolina Business Corporation Act.
The following information must be included in the articles of incorporation:
- The name and address of each incorporator
- The number of shares that the corporation is authorized to issue, itemized by class
- The street address of the corporation’s initial registered office
- The name of the corporation’s initial registered agent at that office
- Signed acceptance by the registered agent of appointment as such
South Carolina law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:
- The names and addresses of the initial directors
- The purpose for which the corporation is being formed
- Specific provisions for managing the business and regulating the corporation’s affairs
- Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders
- A par value for authorized shares or classes of shares
- The imposition of personal liability on shareholders for the debts of the corporation, usually to a specified extent and under certain conditions
- The limitation or elimination of directors’ personal liability to the corporation or its shareholders for monetary damages in certain situations
Some types of corporations, such as real estate and health care, are also required to obtain a license and pay an additional fee to operate in South Carolina.
Every South Carolina corporation must have a registered agent in the state-the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as registered agent.
The registered agent must be either a South Carolina resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the Palmetto State that has a business office identical to the registered office.
The registered office may be any of the corporation’s places of business in South Carolina.
Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. South Carolina corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.
The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:
- Shareholders and directors meetings
- The authority, number, and tenure of directors
- Voting procedures
- The duties, responsibilities, and tenure of officers
- How stock is issued
- How and when annual financial information is provided to shareholders
Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records. It is allowed for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws.
Requirement Reports/Ongoing Compliance
South Carolina corporations must file a report with the South Carolina Department of Revenue each year by the 15th day of the third month after the end of the corporation’s fiscal year. This report may be made public by the state, and must specify:
- The corporation’s name and its state or country of incorporation
- The address of the principal corporate office
- The address of the corporation’s registered office in the state
- The name of the corporation’s registered agent there
- The names and addresses of the directors and principal officers
- A brief description of the nature of the corporation’s business
- The total number of authorized, issued, and outstanding shares of stock, itemized by class and series (if any) within each class
Within 120 days after the close of the fiscal year, the corporation must send its shareholders a financial report that includes a year-end balance sheet, an income statement, and a statement of changes in shareholders’ equity for the year.
The corporation must also report in writing to the shareholders if it issues or authorizes promissory notes or other future obligations. If these promises consist of shares of corporate stock, the report must specify the number of shares issued or authorized, and the benefit received by the corporation, either with or before notice of the next shareholders’ meeting.
“S corporation” status is recognized by the South Carolina Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.
Tax Return: Domestic and foreign corporations, as well as professional corporations file SC 1120 Corporation Tax Return. The form has a corporate annual report included on page three. Deliver this form by mail to SC Department of Revenue with the Federal return attached.