Articles of Incorporation
Before it can legitimately 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 the Palmetto State.