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Form a corporation in South Carolina.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Choosing a name for your new South Carolina corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities on the South Carolina state rolls.

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.

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.

Registered Agent and Office

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

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

Directors

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 permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws.

Requiment Reports

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.

Taxes

“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.

Learn more about incorporating in South Carolina

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silver

$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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$149

+ $260 (state fee)

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

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Commonly Asked Questions For Starting a South Carolina Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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