Incorporation Of LLC South Carolina

INCORPORATION OF LIMITED LIABILITY COMPANY- SOUTH CAROLINA
 
Incorporation of a Limited Liability Company in South Carolina is governed by Title 33 of Code of Laws.
 
PROCEDURE OF INCORPORATION

The part of the process of organizing is choosing a name for the limited liability company.

The South Carolina Department of the Secretary of State will approve or reject proposed company names according to South Carolina law, which requires that the name chosen must be distinguishable upon the records of the Department from the name of other limited liability companies, non-profit corporations, business corporations, limited partnerships and limited liability partnerships operating in South Carolina.

Proper name selection is first and important step in process of organizing because other parties may sue for unfair competition or trade name infringement if the name chosen is so similar to another entity's name as to deceive or confuse the public.

The steps frequently involved in choosing a limited liability company name are the following:

  1. Selecting a name;
  2. Determining whether it is feasible to use the name;
  3. Putting the name in use;
  4. Determining whether trademark or service mark protection should be obtained.

If you are seeking to obtain protection for a particular company name or to resolve a dispute over such a name, you should seek the advice of an attorney rather than contact this office.

SELECTING A NAME

In choosing the limited liability company's name there are certain legal requirements of which one should be aware of:

  1. The name of a limited liability company shall not contain language stating or implying that the company is organized for any purpose other than a purpose that is lawful and that is permitted by its Articles of Organization.
  2. The limited liability company's name must be distinguishable upon the records of the Department from the name of any domestic corporation or the name of any foreign corporation authorized to transact business in this state, a corporate name reserved or registered, or a name used, reserved, or registered by a limited liability company, a limited partnership or a limited liability partnership.
  3. The name of a limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC", or the combination "ltd. liability co.", "limited liability co." or "ltd. liability company".

The choice of a name depends on many factors, but there is one important rule to follow.

FILING OF ARTICLES OF ORGANISATION

The original and one copy of the company's Articles of Organization must be filed with the Corporations Division.

Articles of organization of a limited liability company must set forth:

  1. the name of the company;
  2. address of the initial designated office;
  3. the name and street address of the initial agent for service of process;
  4. the name and address of each organizer;
  5. whether the company is to be a term company and, if so, the term specified;
  6. whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and
  7. whether one or more of the members of the company are to be liable for its debts and obligations.

The following information must be provided while filing Articles of Organisation:

Company Name

The exact company name, including abbreviations, punctuation, etc., must be used consistently in all documents filed.

Dissolution Date If Any

The company may state a latest date of dissolution which must be a date certain listing the month, day and year. This date can be extended at some point in the future. The future date must also be a specific date. If no date is specified, the LLC will be considered to be perpetual.

Organizers

At least one person must execute the Articles of Organization. The articles must state the name and address of each person executing the Articles of Organization and must also state whether each of those persons is executing the document in the capacity of a member or an organizer.

The Articles of Organization may identify the initial members of the LLC. Unless the Articles of Organization provide otherwise, any person who executes the articles in the capacity of a member, and any person otherwise named in the articles as a member of the LLC, becomes a member at the time the filing becomes effective.

Registered Office and Agent

The duty of the registered agent is to forward to the company at its last known address any notice, process or demand that is served on the company. A registered agent must be:

  1. An individual who resides in South Carolina and whose business office is identical with the registered office;
  2. A domestic corporation whose business office is identical with the registered office; or
  3. A foreign corporation, nonprofit corporation or limited liability company authorized to transact business in this state whose business office is identical with the registered office.

The street address (and the mailing address if different from the street address) of the registered office, as well as the county in which the registered office is located, and the name of the initial registered agent. The registered office may, but need not be, the same as any of the company's places of business.

A person may request the Secretary of State to furnish a certificate of existence for a limited liability company. A certificate of existence for a limited liability company must include:

  1. the company's name;
  2. that it is duly organized under the laws of this State, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;
  3. if payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this State have been paid;
  4. that articles of termination have not been filed; and
  5. other facts of record in the Office of the Secretary of State which may be requested by the applicant.

A certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this State

FOREIGN CORPORATIONS

Certificate of Authority

A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

The following activities, among others, do not constitute transacting business:

  1. maintaining, defending, or settling a proceeding;
  2. holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
  3. maintaining bank accounts;
  4. maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;
  5. selling through independent contractors;
  6. soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
  7. creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;
  8. securing or collecting debts or enforcing mortgages, security interests, or other rights in property securing debts;
  9. owning, without more, real or personal property;
  10. conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
  11. transacting business in interstate commerce;
  12. owning and controlling a subsidiary corporation incorporated in or transacting business within this State; or
  13. owning, without more, an interest in a limited liability company organized or transacting business in this State.

Application for certificate of authority

A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:

  1. the name of the foreign corporation or, if its name is unavailable for use in this State, a corporation name;
  2. the name of the state or country under whose law it is incorporated;
  3. its date of incorporation and period of duration;
  4. the street address of its principal office;
  5. the address of its proposed registered office in this State and the name of its proposed registered agent at that office;
  6. the names and usual business addresses of its current directors and officers;
  7. a statement of the aggregate number of shares which the corporation has authority to issue, itemized by classes and series, if any, within a class.

The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody or corporate records in the state or country under whose law it is incorporated.

The foreign corporation shall deliver with the completed application the initial annual report of the corporation as specified in Section 12-20-40.

REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION

Each foreign corporation authorized to transact business in this State must maintain continuously in this State:

  1. a registered office that may be the same as any of its places of business; and
  2. a registered agent, who may be:
    1. an individual who resides in this State and whose business office is identical with the registered office;
    2. a domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or
    3. a foreign corporation or foreign not-for-profit corporation authorized to transact business in this State whose business office is identical with the registered office.
FILING FEES FOR LIMITED LIABILITY COMPANY
 
Articles of Organization for LLC

$110.00

Application for Certificate of Authority for Foreign LLC

$110.00

Amended Articles of Organization

$110.00

Application for Cancellation of Registration

$10.00

Articles of Merger

$110.00

Articles of Termination

$10.00

Notice of Change of Registered Agent/Office

$10.00

Application for Reinstatement

$25.00

Application to Reserve LLC Name

$25.00

Notice of Transfer of Reserved LLC Name

$10.00

Register or Renew Registration of Name of Foreign LLC

$10.00

Restated Articles of Organization

$110.00

Amend Certificate of Authority-Foreign LLC

$110.00

Resignation of Registered Agent/Discontinuance of Registered Agent

$10.00

Members Statement of Disassociation

$2.00

Notification of Existing LLC

$2.00

Conversion to LLC

$110.00