To form a corporation in South Carolina, you need to take the steps set forth below. To find out what's required to form a corporation in any other state, see Nolo's 50-State Guide to Forming a Corporation.
Your corporation's name must be distinguishable from the names of other business entities already on file with the South Carolina Secretary of State. You can check a name for availability by using the South Carolina Secretary of State's business name database.
Your corporation's name must include one of the following words, an abbreviation thereof, or words with a similar meaning in another language: "Incorporated," "Corporation," "Company," or "Limited."
You may reserve a name for 120 days by filing an Application to Reserve Corporate Name with the South Carolina Secretary of State Corporations Division. The reservation must be filed by mail, and the filing fee is $10.
Your corporation is legally created by filing Articles of Incorporation with the South Carolina Secretary of State. You can complete and file the articles online or you can file paper articles by mail. The articles must include:
A CL-1 Form, Initial Annual Report of Corporations, must be filed at the same time as the articles. The filing fee for the articles is $110 and the fee for Form CL-1 is $25.
The articles must be signed by an attorney licensed to practice in South Carolina certifying that the articles comply with the state's legal requirements. The Secretary of State articles form contains a space for the attorney to sign.
Every South Carolina corporation must have an "agent for service of process," or "registered agent" in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. The agent can be a South Carolina resident or a business entity authorized to do business in South Carolina, but the registered agent must have a physical street address in South Carolina. Before you appoint the registered agent, make sure the agent agrees to accept service of process on your corporation's behalf.
The incorporator—the person who signs the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors.
The statement does not need to be filed with the state, but the incorporator should sign the statement and place a copy in the corporate records book. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo). (An Incorporator's Statement also comes with Nolo's corporate formation service.)
Additional tax and regulatory requirements apply to your corporation. These include:
All corporations organized outside of South Carolina must register with the South Carolina Secretary of State to do business in South Carolina. Foreign corporations must appoint a registered agent for service of process physically located in South Carolina.
To register, you must file an Application for a Certificate of Authority to Transact Business with the South Carolina Secretary of State and pay a $110 filing fee. A CL-1 Form must be filed with the application along with a $25 fee. The application may be filed online or by mail.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign corporation's home state that is not more than 30 days old.