How to Form an LLC in South Carolina

Here are the steps you need to take to form a limited liability company (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 at the South Carolina Secretary of State business name database.

You may reserve a name for 120 days by filing an Application to Reserve a Limited Liability Company Name with the South Carolina Secretary of State Corporations Division. The reservation must be filed by mail. The filing fee is $25.

2. 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.

3. 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, including LLC designation
• the name and address of the LLC's registered agent
• the address of the LLC's initial office
• whether the LLC will have a manager run the business; if the LLC is manager-managed, the manager's name and address must be provided
• the term end date if the LLC will last only for a specific term of years (not common)
• whether the LLC will have a delayed effective date--leave blank if you want your LLC to be effective upon filing the Articles of Organization (usually the case)
• the name and address of at least one organizer of the LLC, and
• signature of each listed organizer.

The articles can be filed online or by postal mail. To file online, you must register and create a user name and password. The filing fee is $110.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in South Carolina, but is highly advisable. This is an internal document that establishes how your LLC will be run. It is not filed with the state. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

The operating agreement should include the following:

• the members' percentage interests in the LLC
• the members' rights and responsibilities
• the members' voting powers
• how profits and losses will be allocated
• rules for holding meetings and taking votes, and
• buyout, or buy-sell, provisions, which determine what happens when a member wants to sell his or her interest, dies, or becomes disabled.

5. Obtain an 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.