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Thousands of businesses have been right where you are nowdeciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your South Carolina LLC, with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the South Carolina Secretary of State. We also conduct a name search for your South Carolina LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your South Carolina LLC begins its existence as a legal business entity.
Names
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your South Carolina Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, "limited liability company" or "L.L.C.," "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". The word "limited" may be abbreviated as "Ltd.", and the word "company" may be abbreviated as "Co."
Must be distinguishable from (cannot be the same as or deceptively similar to) the name of any South Carolina Limited Liability Company, Corporation, Limited partnership, or Company incorporated, organized or authorized to transact business, in this State
Must be distinguishable from a name reserved or registered or a fictitious name approved for a foreign company authorized to transact business in this State
Must not indicate or imply that it was organized for a different purpose that what is specified in its articles of organization
However, South Carolina Limited Liability Company can apply to choose a name that is not distinguishable from the Department of Commerce records if either:
The present user, registrant or owner consents to the use in a record AND submits an undertaking in a form satisfactory to the Secretary of State to change its name to be distinguishable from the applicant's name
The applicant delivers to the Secretary of State a certified copy of a court judgment giving the applicant the right to use the name
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your South Carolina Limited Liability Company before filing to see which names are available.
Reserving a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Formation Requirements
Articles of Organization: In any South Carolina LLC formation process, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the South Carolina Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization during the South Carolina LLC formation procedure. This information must include:
The LLC name
The period of the LLC's duration (this period may be perpetual or for a set amount of time)
The address of the initial designated office
The name and street address of the initial agent for service of process
the name and address of each organizer
A statement as to whether the company is to be manager-managed and if so, the name and address of each initial manager
A statement as to whether the members of the LLC are to be liable for its debts and obligations
The articles of organization may not vary the nonwaivable provisions of the operating agreement. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
The operating agreement controls as to managers, members, and members' transferees
The articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment.
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature in the name of the company by a (1) manager of a manager-managed company, (2) member of a member-managed company; (3) person organizing the company, if the company has not been formed; or (4) fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary. The filed document must also indicate the name and title (capacity) of the signatory.
Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, South Carolina LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: Natural Person or Business Entity or Trust
Procedure for Membership:The member may acquire an interest in the LLC either (1) in proportion to their contribution or (2) otherwise in accordance with the operating agreement of the company.
Resignation of Membership: A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will. However, certain prohibitions may exist surrounding the ability of a member to resign from the company even if the operating agreement has not eliminated the member's power to dissociate.
A member may not resign from a limited liability company except in accordance with the operating agreement
A member resignation is wrongful if he withdraws by express will before the expiration of the LLC
A member resignation is wrongful if he is expelled by judicial determination before the expiration of the LLC
A member resignation is wrongful if he enters bankruptcy before the expiration of the LLC
A member resignation is wrongful if the entity willfully dissolved or terminated its existence before the expiration of the LLC
A member is liable for damages caused by the dissociation
Contribution:The contributions of a member to the LLC may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be performed.
Registered Agent In South Carolina
LegalZoom can also provide your business with a registered agent in South Carolina. Every South Carolina LLC must continuously maintain a registered office and registered agent in South Carolina the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be either (1) an individual resident in this state whose business office is identical with such registered office, (2) a domestic corporation, or (3) a foreign corporation authorized to transact business in this state, having a business office identical with such registered office.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
South Carolina Secretary of State
Once a South Carolina LLC has been created, the South Carolina Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the South Carolina Secretary of State office.
Continuing Obligations
Records: Each limited liability company shall keep following records open to inspection at its office:
Annual Report: Each limited liability company shall file an annual report to the Secretary of State that provides:
The LLC name and the State or country under whose law it is organized
The address of its designated office and the name and address of its agent for service of process in this State
The address of its principal office
The names and business addresses of any managers
Dissolution
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
Event specified in the operating agreement
Consent of the number or percentage of members specified in the operating agreement
Event that makes it unlawful for the LLC to continue unless after notice the LLC cures the illegality w/in 90 days
By application of a member or dissociated member and judicial order
Expiration of the duration of the LLC
By application of a transferee of a member's interest and judicial determination that it is equitable to wind up the company's business:
Administrative Dissolution
Taxes
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Fees
Filings must be made with the Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of South Carolina, covering all charges for the Secretary of State. For more information on filing fees, please visit the following page.
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