Start a Corporation in South Carolina
To start a corporation in South Carolina, you must file Articles of Incorporation and an Initial Report with the Secretary of State. You can file the document online or by mail. The documents cost a combined $135 to file. You can use our tool to fill out the Official South Carolina Corporation Articles of Incorporation. You’ll even be able to download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your Articles of Incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your South Carolina corporation. You can use our free system to file with the state yourself or you can have us help you out along the way.
How to Start a Corporation in South Carolina
You’ll need to do three things in order: 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.
Name Your Corporation
You probably already have an idea of what you want to name your corporation. But before you go ordering business cards or corporate merch, you’ll need to know if your preferred name is available. Visit the South Carolina’s Business Name Search to find out. Your corporate name will also need to abide by South Carolina law. Specifically your name must:
- Include a corporate indicator like “Corporation,” “Incorporated,” or an abbreviation like “Corp.,” or “Inc.”
- Be “distinguishable” (unique) among registered and reserved business names in South Carolina.
Can I reserve a business name in South Carolina?
Yes. If you’re not ready to form your LLC yet but you don’t want another business to take your name, you can reserve it for up to 120 days. To do so, you’ll need to submit the Application to Reserve a Corporate Name to the South Carolina Secretary of State with a $10 filing fee.
What is a South Carolina DBA?
A South Carolina DBA (doing business as) is simply an alternative name that you can use in place of your legal business name. For example, a business with a legal name like Palmetto Farms Inc. may do business under the DBA “Fancy Flower Arrangements” instead of its legal business name.
South Carolina does not require or offer DBA registrations. Because DBAs aren’t registered with the state, another South Carolina business could possibly use it. If you want to protect your DBA from being adopted by another business, you can register your DBA as a trademark in the state of South Carolina. To do so, you’ll need to file an Application for Registration of a Trademark or Service Mark.
Find out more about How to get a DBA Name in South Carolina.
What’s the difference between a DBA and a Fictitious Business Name in South Carolina?
In many states, the terms DBA and Fictitious Business Name (FBN) are interchangeable. This is not the case in South Carolina. In South Carolina, FBNs are used only by out-of-state (foreign) LLCs when the LLC’s name is not available to be used in South Carolina. A foreign LLC that uses an FBN must register that name with the Secretary of State by filing the Adoption of a Fictitious Name form with the South Carolina Secretary of State for just $2.
Designate a Registered Agent
Per South Carolina Code § 33-5-101, 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. At minimum, your registered agent must:
- Have a physical street address in South Carolina.
- Maintain regular business hours (9am-5pm).
- Receive legal and state mail on behalf of your corporation and forward it to you quickly.
Can I be my own registered agent?
You sure can. You might want to keep in mind that as your own registered agent you’ll be required to list your name and address on your Articles of Incorporation, which is a public record. You’ll also need to maintain regular business hours at this address and be available to accept legal documents in person. At Northwest, we’ll list our Charleston registered office address on your corporation’s formation documents. In fact, we never 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®.
Can I change my registered agent after I form my South Carolina corporation?
Absolutely! You can change your registered agent in South Carolina at any time. Just file a Notice of Change of Registered Agent form with the South Carolina Secretary of State and pay the $10 filing fee.
Submit Articles of Incorporation
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.
Note: All of the information included on this form will become public record.
You’ll need to include the following information in your Articles of Incorporation:
- 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.”
- Registered Office and Agent. Your registered office is the South Carolina street address where legal notifications will be sent.
- 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.
- 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: Skip this section if you want to start your business right away.
- Optional Provisions. South Carolina permits your corporation to include a variety of provisions in your Articles of Incorporation. 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.
- 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.
- Attorney Signature. An attorney licensed to practice in South Carolina must sign to certify that the articles comply with South Carolina law. 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.
- 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
How can I keep my personal information off the public record?
The best way to keep your personal information off the public record (and out of the hands of aggressive marketers and data brokers) is to keep it off this form altogether. To do that, you need to find a registered agent who will list their business address in place of your own everywhere possible on this form. We’re that registered agent.
How do I file the South Carolina Articles of Incorporation?
You can submit your Articles of Organization to the South Carolina Secretary of State online or by mail. If you file by mail, send two copies of your Articles (each exactly the same and signed by your organizer(s)).
By mail:
South Carolina Secretary of State’s Office
Attn: Corporate Filings
1205 Pendleton Street, Suite 525
Columbia, SC 29201
Start Your South Carolina Corporation Today!
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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.
Do I need an EIN for my corporation?
Yes. The IRS requires corporations to get an EIN for their federal tax filings, and the South Carolina’s Department of Revenue is going to want an EIN for their business registration application. 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 and we’ll get your EIN for you. Just add EIN service during checkout when you sign up for our incorporation service.
File the Beneficial Ownership Information Report
Starting in January 2024, most US corporations will be required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). On this report, you’ll need to provide some information about your corporation, its beneficial owners, and (for new corporations) the company applicant.
- Beneficial Owner: Anyone with at least 25% ownership stake in your company. Plus, anyone with significant control over company operations, such as your CEO, CFO, or General Counsel.
- Company Applicant: The individual who filed your South Carolina Articles of Incorporation with the Secretary of State. (Note: Corporations formed prior to 2024 don’t need to include company applicant information.)
You can file the BOI Report online, for free, using the Beneficial Ownership Secure System (BOSS), starting in 2024. You won’t be able to file prior to January 2024.
What's the deadline for filing the BOI Report?
The deadline for your first BOI Report will depend on when you incorporated:
- Companies formed before 2024—January 1, 2025.
- Companies formed in 2024—Within 90 days of incorporation.
- Companies formed in 2025 or later—Within 30 days of incorporation.
What information is required on the BOI Report?
You’ll need to include identifying information for each beneficial owner and (for corporations formed in 2024 or later) your company applicant. You’ll also need to provide some information about the corporation itself.
Beneficial owner and company applicant information:
- Full legal name
- Birth date
- Residential or business street address
- Personal identification document (such as a driver’s license or passport), including the ID number
Company information:
- Legal business name
- Any DBA (doing business as) names
- Physical business address
- State of incorporation
- Employer Identification Number (EIN)
Will I need to update the BOI Report?
Yes, you’ll need to file an updated BOI Report any time the information provided in the report changes, such as if your corporation changes owners or gets a new CEO. You have 30 days after the change occurs to file your updated report through BOSS.
Does information on the BOI Report go on the public record?
No. Unlike the information on your South Carolina Articles of Incorporation, the BOI Report isn’t public record. The information on this report will only be accessible to government agencies, law enforcement, and financial institutions that need to confirm customer identity.
Are there exemptions from the BOI Report?
Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):
- Large operating companies
- Most financial companies, such as banks and credit unions
- Investment companies registered with the Securities and Exchange Commission (SEC)
- Insurance companies registered with a state or federal agency
- Public utilities companies registered with a state or federal agency
- Tax-exempt entities
Write Corporate Bylaws
Bylaws are the internal rules that govern your corporation. 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.
For more on South Carolina Corporate Bylaws (including free templates), check out our South Carolina Corporate Bylaws resource.
Do I need bylaws for my South Carolina corporation?
Yes. SC Code § 33-2-106 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:
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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?
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Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
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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?
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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?
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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?
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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 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 corporate 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 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:
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A copy of the South Carolina corporation’s Articles of Incorporation
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The corporation’s bylaws
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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 State 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 hire 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 does the South Carolina Annual Report and Annual License Fee cost?
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:
- Columbia: 8%
- Charleston: 9%
- North Charleston: 9%
- Mount Pleasant: 9%
- Rock Hill: 7%
Do South Carolina corporations need to register with the state's 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.
Ready to Start a Corporation in South Carolina?
