To form an LLC in South Carolina, here's everything you need to know.
Here are the steps you need to take to form an LLC in South Carolina. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.
1. Choose a Name for Your LLC
Under South Carolina law, an LLC name must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C.," "LLC," "LC," or "L.C." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
Your LLC’s name must be distinguishable from the names of other business entities already on file with the South Carolina Secretary of State. Names may be checked for availability by at the South Carolina Secretary of State business name database.
You may reserve a name for 120 days by filing an Application to Reserve Name with the South Carolina Secretary of State Corporations Division. The reservation must be filed by mail. The filing fee is $25.
2. File Articles of Organization
A South Carolina LLC is created by filing Articles of Organization with the Secretary of State. The articles must include: the LLC's name and address; the name and address of the LLC’s registered agent; the name and address of each organizer of the LLC; whether the LLC will be member-managed or manager-managed; if the LLC is manager-managed, the manager's name and address must be provided. The articles can be filed online or by postal mail. The filing fee is $110.
3. Appoint a Registered Agent
Every South Carolina LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a South Carolina resident or a business entity authorized to do business in South Carolina. The registered agent must have a physical street address in South Carolina.
All of the paperwork and procedural steps to start a limited liability company in South Carolina can be done online using Nolo's South Carolina Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in South Carolina, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
None.
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the South Carolina Department of Revenue (DOR). In most cases, you can begin the process online at the South Carolina Business One Stop (SCBOS) website. For more information on state LLC tax registration, check the 50-State Guide to Annual Report and Tax Filing Requirements for LLCs.
7. No Annual Report
Unlike most other states, South Carolina does not require LLCs to file an annual report.
8. Foreign LLCs Doing Business in South Carolina
To do business in South Carolina, all LLCs organized outside of the state must register with the South Carolina Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a South Carolina resident or a business entity authorized to do business 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.The application must be filed by postal mail.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state that is not more than 30 days old.
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