Starting a corporation in South Carolina? Find out how to file the paperwork, how much it costs, how long it takes, how to choose corporate leaders, and more.
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by Jane Haskins, Esq.
Jane has written hundreds of articles aimed at educating the public about the legal system, especially the legal aspe...
Updated on: November 29, 2023 · 4 min read
Forming a corporation can protect your house, car, and other personal assets if your business is sued or encounters financial difficulties. Because a corporation is a separate legal entity from its owners, the owners’ liability is limited to the amount they have invested in the corporation. Forming a corporation offers additional benefits, including tax savings and increased appeal to investors.
To form a corporation, you must file articles of incorporation and an initial annual report (form CL-1) with the Secretary of State and pay a filing fee. The corporation’s existence begins when you file the articles. The articles must contain the following provisions:
In regard to the stock structure, your articles of incorporation must include the total number of authorized shares, itemized by class. If more than one class of shares is authorized, the articles must list the number of shares in each class, provide a distinguishing designation for each class, and, before any shares in a class are issued, state the limitations, preferences, and relative rights of each class.
The articles of incorporation must also include a statement, signed by an attorney licensed to practice law in South Carolina, stating that the corporation has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.
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Before filing corporate formation documents, you should find out if the corporate name you have chosen is available. You can check the availability of a name by searching business filings online at the Secretary of State’s website.
A corporation name may be reserved for 120 days by filing an application with the Secretary of State.
Your corporation’s name must meet the following requirements:
An incorporator signs the articles of incorporation and submits them to the Secretary of State for filing. The following requirements apply when specifying incorporators:
Corporate directors exercise corporate powers and oversee the management of the corporation’s business. Although a corporation must have at least one director, there is no legal maximum on the number of directors, although the number should be set by either the articles of incorporation or bylaws. A director does not have to be a shareholder or a South Carolina resident. The articles of incorporation or bylaws may establish eligibility criteria for directors.
Every corporation must maintain a registered office in South Carolina and a registered agent at that office. A registered agent is the person designated to receive lawsuits, notices, and demands on behalf of the corporation.
The following requirements apply when specifying your corporation’s registered agent and office:
It is not necessary to state a corporate purpose in the articles of incorporation. The purpose of every South Carolina corporation is to engage in any lawful business unless the articles state a more limited purpose.
A corporation’s bylaws provide important guidelines for the corporation’s organization and operation. They do not need to be filed with the Secretary of State but should be kept at the corporation’s principal place of business. Bylaws include provisions for managing the business and regulating the affairs of the corporation. No specific content is required.
You must adhere to the following requirements when determining your corporation’s bylaws:
The South Carolina Secretary of State requires a fee when filing articles of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
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