Articles of Organization
The formation of a South Carolina LLC means that you have to file articles of organization (along with the $110 filing fee) with the Corporations Department of the South Carolina Secretary of State’s office. The articles, which must be signed by at least two persons organizing the LLC, must include:
- The LLC’s name
- The duration of the LLC and, if not perpetual, the date of its dissolution
- The address of the LLC’s registered office
- The name of the LLC’s initial registered agent there
- The name and address of each organizer
- Whether the LLC will be manager-managed or not; if so, the name and address of each initial manager
- Whether the LLC members will be liable for its debts and obligations
If a provision of the articles of organization dealing with persons other than managers, members, and members’ transferees conflicts with the operating agreement, the articles of organization will take precedence.
If a provision of the operating agreement dealing with managers, members, and members’ transferees conflicts with the articles of organization, the operating agreement takes precedence.
Your new LLC is officially deemed “organized” after the LLC’s articles of organization and an exact copy are delivered to the Corporations Department with the filing fee. The filed document must be signed by a manager (of a manager-managed LLC), a member of a member-managed company, or an organizer. The filed articles must also indicate the name and title (i.e., organizational capacity within the LLC) of the signer.
A certificate of organization will be issued and delivered, along with the conformed copy, to the LLC’s representative by the state. The original articles of organization will be filed with the Secretary of State.