Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.
When incorporating in South Carolina with LegalZoom, we not only file your articles of incorporation with the South Carolina Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your South Carolina corporation.
South Carolina Incorporation Information
Incorporating in South Carolina
Corporate Name:
Choosing a business name is one of the first steps in the process of forming your South Carolina Corporation. The name that you choose:
- Must be distinguishable from any other registered South Carolina corporation or limited partnership and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
In addition, the name must contain one (or particular abbreviations of) the following words, or words or abbreviations of like import in another language:
- "Incorporated"
- "Corporation"
- "Company"
- "Limited"
South Carolina state law restricts the use of certain words and phrases in business names. When you incorporate with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
Formation Requirements:
In order to incorporate in South Carolina, articles of incorporation must be filed with the South Carolina Secretary of State. The South Carolina Business Corporation Act (Title 33, Chapter 1 of the South Carolina Code) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Incorporators:
- Minimum Number of Incorporators – One or more.
- Eligibility Requirements – Any entity or natural person.
- Listing Requirements - The name, address and signature of each incorporator must be listed.
Corporate Purpose:
A statement regarding the general purpose of the corporation is not required in the articles for standard business corporations.
Director Information:
- Minimum Number of Directors – One or more.
- Eligibility Requirements – None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements – Not required in the articles.
Stock Information:
The number of shares the corporation is authorized to issue, itemized by classes, must be included in the articles.
Other Required Information:
- The street address of the corporation's initial registered office and the name of its initial registered agent at that office;
- A certificate, signed by an attorney licensed to practice in the state, that all of the requirements of this section have been complied with.
Optional Provisions:
South Carolina permits optional provisions to be included in the articles of incorporation, such as:
- The names and addresses of the individuals who are to serve as the initial directors.
- The purpose for which the corporation is organized.
- Provisions for managing the business and regulating the affairs of the corporation.
- 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 to a specified extent and upon specified conditions.
- The limitation or elimination of personal liability of directors to the corporation or its shareholders for monetary damages in certain situations.
Initial Annual Report and Fee:
To be filed, the articles of incorporation must also be accompanied by the initial annual report of the corporation. This filing must be include a minimum license fee.
Bylaws
A corporation maintains its bylaws at its principal executive office and is not required to file them with the state. The incorporators or board of directors must adopt initial bylaws for the South Carolina corporation.
Officer Information:
Officers must be listed in the bylaws or elected by the board of directors. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may simultaneously hold more than one office in the corporation.
Registered agent:
Every South Carolina corporation must have a registered agent in South Carolina -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
- Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
- The registered agent must sign the articles of incorporation indicating his or her acceptance to act as the registered agent.
Professional Corporations:
Under South Carolina law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
License Requirements:
Certain types of businesses, such as health care and real estate, are required to obtain a license and pay a fee to operate in South Carolina.
Annual Report:
A report must be filed with the South Carolina Department of Revenue each year by the 15th day of the 3rd month following the end of the corporation's fiscal year, and must be current as of the date of the report's execution. This report may be made public by the state, and must indicate:
- The corporation's name and its state or country of incorporation;
- The address of the registered office and the name of the registered agent in the state;
- The address of its principal office;
- The names and business addresses of the directors and principal officers;
- A brief description of the nature of the business;
- The total number of authorized shares of stock, itemized by class and series, if any, within each class; and
- The total number of issued and outstanding shares of stock, itemized by class and series, if any, within each class.
Other Reports:
The corporation must mail to its shareholders within 120 days after the close of the fiscal year a financial report which includes at least a year-end balance sheet, income statement and a statement of changes in shareholders' equity for the year unless this information appears elsewhere in the financial statement.
The corporation must also report in writing to shareholders of any indemnifications or expenses advanced to a director in connection with a proceeding by or for the benefit of the corporation, with or before notice of the next shareholders' meeting.
If the corporation issues or authorizes the issuance of promissory notes or promises to render future services, the corporation must report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before notice of the next shareholders' meeting.
Income Tax Rate:
For information on the South Carolina state income tax rate, visit: http://www.sctax.org/default.htm
S Corporations:
S corporation status is recognized by the State of South Carolina.
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