South Carolina Corporation
Everything You Need to Know About SC Corporations:
South Carolina Incorporation Options
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How to Incorporate in South Carolina
To start a corporation in South Carolina, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation (along with an Initial Report) with the Secretary of State. You can file this document online or by mail. The articles and report combined cost a minimum of $135 to file. An attorney signature on the articles is also required, which can substantially increase initial costs. Once filed with the state, your articles formally create your South Carolina corporation.
Per SC Code § 33-5-101 (2019), every South Carolina corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit https://businessfilings.sc.gov/BusinessFiling/Entity/Search and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your South Carolina Articles of Incorporation. Follow along with our filing instructions below:
Filing the South Carolina Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your South Carolina business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. Prefer to start a business on a budget? Pay just $49 out the door with our VIP monthly payment option.
1. Business Name
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation for one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
2. Registered Office and Agent
Your registered office is the South Carolina street address is where legal notifications will be sent. Like all the info in your articles, this address will become part of the permanent public record of your corporation. Hire Northwest as your registered agent, and our address will go here. For your South Carolina registered agent, list either an individual South Carolina resident (like yourself) or a business (like Northwest). Your agent will also need to sign your articles to indicate their consent to serve.
3. Authorized Shares
For each class of shares, list how many shares you’re creating. If you have multiple classes of shares, you’ll also list the rights and limitations of each class.
4. Delayed Date
When do you want your corporation to start? If you want to start your corporation on a specific date, you can list a start date up to 90 days in the future. Tip: Just want your South Carolina corporation to start right away? Skip this section.
5. Optional Provisions
South Carolina permits your corporation to include a variety of optional provisions in your Articles of Incorporation if you wish to. This section can be used to designate your corporation as a benefit corporation, but it also can be used to set plenty of other provisions (as outlined in SC Code § 33-2-102 (2019) and SC Code § 33-2-105 (2019)). You can name initial directors, set the purpose for which your corporation is organized, define, limit, and regulate the powers of the corporation, its board of directors, and shareholders, and much more. Anything you could also put in your bylaws, you can include here.
6. South Carolina Incorporator
Your incorporator is the person you authorize to submit your Articles of Incorporation. Incorporators must include their names, addresses and signatures. You must have at least one incorporator.
7. Attorney Signature
An attorney licensed to practice in South Carolina must sign to certify that the articles comply with the South Carolina Code of Laws (§33-2). Tip: Save on steep attorney fees when you hire Northwest to incorporate—in addition to preparing your articles, our attorney signs them. It’s all part of our South Carolina incorporation package.
8. Form CL-1
Along with your Articles of Incorporation, you’ll also need to submit Form CL-1. This document is an initial report, which asks for your some general business information, as well as EIN, tax year end month, nature of business, principal office, and director and officer information.
Why Have a Registered Agent Form Your SC Corporation?
Professionals in South Carolina hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is located in Charleston, SC. We’re on a first name basis with the people who work in the Department of the Secretary of State. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Charleston registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Columbia, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our incorporation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in South Carolina. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My SC Corporation Is Formed?
After your South Carolina Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my South Carolina corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, the South Carolina Department of Revenue requires an EIN for their business registration, and the state requests this number on the initial report submitted upon incorporation. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my South Carolina corporation?
Yes. SC Code § 33-2-106 (2019) notes that your corporation’s initial bylaws need to be adopted either by the incorporators or the board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
South Carolina bylaws can make other provisions as well, assuming additions are in accordance with both state law and your corporation’s Articles of Incorporation. For example, per SC Code § 35-2-105 (2019) you can include bylaws that can limit or expand the voting rights of those who have recently become control shareholders. If not specified in your bylaws or articles, new control shareholders will have the same voting rights that were accorded to the shares before they were acquired.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your South Carolina corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for South Carolina organizational meetings?
Per SC Code § 33-2-105 (2019) you are required to hold an organizational meeting after incorporation. Attendees can, however, waive their required notice in writing, and the meeting doesn’t have to be held in South Carolina.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my South Carolina corporation?
To open a corporate bank account in South Carolina, you’ll need to bring the following with you to the bank:
A copy of the South Carolina corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File South Carolina Reports & Taxes
In South Carolina, corporations file an initial and annual report, along with a state Annual License Fee. In addition, the state also requires you to file a corporate income tax return.
What is a South Carolina Initial Report?
Any business in South Carolina that’s taxed as a corporation is required to file Form CL-1, the South Carolina Initial Report. You file this form along with your Articles of Incorporation (the $25 fee is included in the $135 you pay to file your articles).
A lot of the information required on your Articles of Incorporation is repeated on this form, but you’ll also need to include some extra info such as your principal office address and the names and addresses of your directors and officers.
Northwest Registered Agent will complete and file your South Carolina initial report when you choose us to form your business.
What is the South Carolina Annual Report and Annual License Fee?
The South Carolina Annual Report and Annual License Fee are filings you must submit each year. Both are bundled together with the state’s corporate income tax return SC 1120 (C Corp) or SC1120S (S Corp).
The Annual Report is Schedule D (page 3 of both forms), and requires you to update your contact, ownership, and share information. Corporations, including S corps, are also subject to a yearly fee called the Annual License Fee.
How much is the South Carolina Annual Report and Annual License Fee?
A minimum of $25 for the Annual License Fee. The fee is $15 plus 0.1% of your corporation’s capital and paid-in surplus and is due along with your corporate income tax each year (it’s reported on the same return).
When is the South Carolina Annual Report and Annual License Fee due?
For C corporations, the filing is due by the 15th day of the 4th month following the end of your tax year (that’s April 15th for those operating on a typical calendar year). For S corporations, the return is due by the 15th day of the 3rd month following the end of the tax year (typically March 15th).
These filings can be easy to forget—which is why we send our clients automatic reminders for your South Carolina Annual Report and Annual License Fee filings. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report for you to add your tax information, then submit the report for you for $100 plus the state fee and any tax owed.
What should I know about South Carolina corporate taxes?
Besides the annual Annual License Fee discussed above, South Carolina corporations also have to pay a net income tax rate of 5%.
The state sales tax rate is 6%, but there are typically local sales tax rates as well. To get an idea of what customers actually pay at the counter, below are the total sales tax rates for the 5 largest cities in South Carolina:
North Charleston: 9%
Mount Pleasant: 9%
Rock Hill: 7%
Do corporations have to register with the South Carolina Department Of Revenue?
Yes, if you need a retail license or are subject to the use tax registration, you’re required to register with the South Carolina Department of Revenue. Use tax registration is for non-retailers that regularly buy products or services for the business’s use from out-of-state, in cases where the South Carolina sales or use tax has not been collected by the purchaser.
You can register via MyDORWAY. You’ll need your EIN before you can register.
South Carolina Corporation FAQs
How can I submit the South Carolina Articles of Incorporation?
You can file South Carolina articles online or by mail. Mailed filings must be submitted in duplicate (typed or printed in black ink) to the following address:
Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201
How much does it cost to start a South Carolina corporation?
At least $135. This includes the $110 fee to submit your Articles and the $25 fee to submit your Initial Report. Filing online? Add on a $15 processing fee. Domestic corporations also need a South Carolina licensed attorney to sign their Articles. Unless you’re buddies with a local attorney, this can get pretty expensive.
At Northwest, we can have our South Carolina attorney sign your filing for $100. This does not constitute any legal advice or relationship with our attorney, but this is much cheaper than you can find anywhere else.
Hire Northwest to form your South Carolina corporation and your total, out-the-door cost is $475. Or, pay just $49 out the door with our VIP monthly payment option. Either way, incorporation with Northwest includes state fees, attorney signature, a full year of registered agent service, business address, and the tools and forms to help launch your business.
How long does it take to start a South Carolina corporation?
Create a South Carolina Business Entities Online account and file your Articles of Incorporation online for the fastest turnaround time of 2 days (although you’ll shell out an extra $15 for online processing). Note that you’ll still need an attorney signature.
If you’d rather save your $15 for a plate at Bessinger’s or Melvin’s, forgo online processing, and submit by mail. The downside? It takes a lot longer—you could end up waiting a 1-2 weeks.
When you hire Northwest to start your corporation, we complete your articles and initial report, give it to our attorney for signature, and typically have your South Carolina corporation formed within 6 business days.
Does a South Carolina corporation need a business license?
The state itself doesn’t mandate a general business license. However, you’ll likely need a general license from either the city or county in which you’re operating. For instance, cities like Greenville and Simpsonville—and counties like Richland County and Charleston County—all require businesses to obtain annual business licenses.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign South Carolina corporation?
A corporation formed outside of South Carolina—but which conducts business in the state—is considered a foreign South Carolina corporation. For example, if you incorporated in Georgia but decide to open a storefront in South Carolina, you would be a foreign South Carolina corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority to Transact Business with the South Carolina Secretary of State. Foreign corporations are required to file the South Carolina Annual Report and Annual License Fee each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a South Carolina nonprofit requires a different form. The filing fee is lower as well. South Carolina nonprofits are not required to submit an annual report, but submit Form 990-T (a state corporate tax return) every year.
How can I get a South Carolina phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order South Carolina Incorporation Service
Our SC incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $49 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your South Carolina Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the South Carolina Secretary of State has approved your filing, we notify you that your South Carolina corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.