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How to Dissolve a South Carolina Corporation

How do you dissolve a South Carolina Corporation?

To dissolve a South Carolina corporation, file Articles of Dissolution with the South Carolina Secretary of State, Division of Business Filings (SOS). Submit the form in duplicate, with a self-addressed stamped envelope, so the SOS can return a copy to you. You may type or print on SOS forms in black ink.

You can submit documents to the South Carolina SOS by mail, by UPS/FedEx, or in person (between 8:30 am and 4:45 pm). The South Carolina SOS accepts cash, personal checks, and money orders. The SOS does not accept debit or credit cards. Checks should be payable to the Secretary of State’s Office.

South Carolina Secretary of State’s Office Attn: Business Filings Division 1205 Pendleton Street, Suite 525 Columbia, SC 29201 Phone: (803) 734-2158

Your registered agent in South Carolina may be able to help you with the dissolution process.

South Carolina Corporation Dissolution FAQ

Is there a filing fee to dissolve or cancel a South Carolina Corporation?

There is a $10 fee to dissolve a corporation or LLC in South Carolina.

Do you need a Department of Revenue clearance before the South Carolina Secretary of State will accept your dissolution?

You ONLY need to include a Tax Compliance Certificate if you are dissolving a corporation that has already been administratively dissolved by the SOS. South Carolina corporationsneed to file a final return with the Department of Revenue (DOR) if they dissolve after the accounting period has ended.

How do you get a tax compliance certificate?

First, the corporation needs to submit all delinquent taxes, fees, reports, etc. to the South Carolina Department of Revenue. If you are unsure what you owe, contact the DOR.

Next, you will submit Form C-268, Certificate of Tax Compliance Request to the South Carolina DOR. You can download the form on the DOR website (see link below).

Make sure you check the box to state that you are requesting the certificate for a corporate reinstatement. Enclose a check for $60, payable to the SC Dept of Revenue.

Mail the request to:

South Carolina Department of Revenue
Tax Compliance Officer
Columbia, SC 29214-0027

Or send by express mail to:

South Carolina Department of Revenue
Tax Compliance Officer
301 Gervais Street
Columbia, SC 29214
Phone: (803) 896-1730

Once they have your request, the South Carolina DOR will review the corporations tax responsibilities. If the corporation has any delinquent fees, they will be notified and given 30 days to comply. If there are no delinquent fees, the corporation will be issued a Certificate of Tax Compliance.

How long does it take the state to process the filing in South Carolina?

The SOS usually processes dissolutions within two business days. If the office is unusually busy, it could take longer. If filings that are submitted in duplicate with a self-addressed, stamped envelope, the SOS will return a filed copy to the submitter by mail.

The DOR processes requests for Certificates of Compliance within ten business days.

Can you revoke the dissolution of a South Carolina corporation?

Yes. You can revoke the dissolution with 120 days of filing articles of dissolution. File Articles of Revocation of Dissolution in duplicate with the South Carolina SOS.

Include a copy of the coporations articles of dissolution. There is a $10 filing fee.

How long before someone can take your business name?

If the South Carolina corporation was dissolved voluntarily the name is available 120 days after the effective date of dissolution. If the South Carolina corporation was dissolved administratively, the name is available 2 years after the effective date of dissolution.

What is the penalty if you don’t dissolve and you also just don’t file your annual reports?

You have to file an annual tax return and pay the license fee even if your corporation has no income and is not conducting business. The annual report is Schedule D of the corporate tax return. The minimum license fee is $25 per year. The tax return and fee are required until the corporation dissolves with the SOS.

If you do not file the return, you will be sent a Notice for Failure to File. You have 60 days to respond to the notice (file the return and pay the fee) or the South Carolina SOS will administratively dissolve your corporation.

What are the late fees and penalties to re-register if your registration is forfeited?

If your South Carolina corporation has been administratively dissolved for failure to file the annual report or pay the license fee, you will need to apply for reinstatement if you want to continue your business.

First the corporation will have to pay the taxes and fees owed to the Department of Revenue. The license fee for corporations is $15 plus $1 for each $1000 of capital stock.

The minimum license fee is $25.

There is a $60 fee to request a tax compliance certificate from the South Carolina DOR.

There is a $25 fee to file the application for reinstatement with the SOS.

South Carolina Secretary of State:

http://www.scsos.com/Business_Filings

South Carolina Department of Revenue Forms:

http://www.sctax.org/Forms+and+Instructions/other/default.htm

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