Register a South Carolina Foreign LLC
South Carolina Foreign LLCs are LLCs that were formed in another state/jurisdiction but have registered to do business in South Carolina. To register a foreign LLC in South Carolina, you'll need to file an Application for Certificate of Authority with the South Carolina Secretary of State and pay a $110 fee ($125 if filing online). Doing business in South Carolina typically includes activities like having employees in the state, offering retail products or services there, or maintaining a physical office or storefront in South Carolina. While not an exhaustive list, if your LLC engages in any of these activities, it will need to register as a foreign LLC in South Carolina.
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How to Register a Foreign LLC in South Carolina
In South Carolina, the process of registering a foreign LLC (called Foreign Qualification) requires business owners to submit an Application for Certificate of Authority with the South Carolina Secretary of State, Corporate Filings Division. Here’s how:
1. Obtain a Certificate of Existence
South Carolina requires foreign business owners to obtain a Certificate of Existence (sometimes called a Certificate of Good Standing) from your home jurisdiction. A Certificate of Existence shows your company has paid all taxes and required fees and is generally fit to do business. South Carolina requires your Certificate of Existence to be no more than 30 days old.
How do I get a Certificate of Existence?
In most states, you can request a Certificate of Existence online and receive it immediately.
2. Appoint a South Carolina Registered Agent
Before you even start your application to register as a foreign LLC in South Carolina, you’re going to need a South Carolina Registered Agent. Your registered agent can be a business or someone you know who is able to accept and deliver legal notifications to your business in a timely manner. Your registered agent must have a physical address in South Carolina and be available during regular business hours.
Can I be my own registered agent for my South Carolina foreign LLC?
Only if you actually live in South Carolina and have an address there. Most LLCs that expand beyond their original state make the smart choice and hire a Registered Agent Service.
Why hire a professional registered agent service?
Any professional registered agent service worth your time and money will allow you to use their address on your public state registration documents, which helps keep your private information away from the eyes of nefarious scammers.
3. Complete the Application for Certificate of Authority
After obtaining your Certificate of Existence and appointing a South Carolina Registered Agent, you’ll need to file your Application for Certificate of Authority with the South Carolina Secretary of State, Corporate Filings Division. Here’s what to include:
- Name of LLC
- Jurisdiction where LLC was formed
- Principal address of LLC (in home state)
- Business address in South Carolina
- Name and business address of each manager (if manager-managed)
- Name and street address of registered agent
- Date of dissolution (if applicable)
- Whether any members are liable for company debts and obligations
- Name, title and signature of authorized person and the date signed
If you’re ready to get started, you can Register Your Foreign LLC in South Carolina now with Northwest.
How much does it cost to file South Carolina's Application for Certificate of Authority?
$110 if done by mail or in person. There is a $15 service fee for filing online, bringing the online filing total to $125.
How do I file the Application for Certificate of Authority?
You can submit this document by mail, in person, or online to the South Carolina Secretary of State, Corporate Filings Division.
By Mail and in person:
ATTN: Corporate Filings
1205 Pendleton Street, Suite 525
Columbia, SC 29201
South Carolina Secretary of State Business Entities Online
Do foreign LLCs need to file Articles of Organization in South Carolina?
Nope! LLC Articles of Organization are only filed when forming a new LLC.
4. Receive a Certificate of Authority
Once South Carolina’s Secretary of State approves your Application for Certificate of Authority, you’ll receive notification from the state that your LLC now has the legal authority to transact business in South Carolina.
How long does it take for the state to process the South Carolina Application for Certificate of Authority?
If you file online or in person, your application will be approved in 2 days. Mailed filings can take up to two weeks to be processed.
South Carolina Foreign LLC Registration FAQ
How do I amend a foreign LLC in South Carolina?
You can amend your foreign LLC filing in South Carolina by filing an Application for an Amended Certificate of Authority. The filing fee is $110.
What does it mean to do business in South Carolina?
Many states don’t clearly define doing business because the business landscape is always evolving. But South Carolina is a little more helpful than most states. According to SC §33-44-1003 B, an LLC is transacting business in the state if it:
- Owns income-producing real property in South Carolina
- Owns tangible personal property in South Carolina
However, these aren’t the only activities that count as doing business in South Carolina. You’ll also probably need to register as a foreign LLC in South Carolina if your LLC has employees there, or sells goods and services, or applies for a South Carolina business license.
Activities that do NOT constitute transacting business in South Carolina include, but are not limited to:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
Read more: What Exactly Does “Doing Business” in Another State Mean?
Does a foreign LLC have to file an annual report in South Carolina?
No. South Carolina does not require LLCs (domestic or foreign) to file annual reports unless your LLC is taxed as a corporation, in which case you’d need to file a Form CL-1 ($25).
How are foreign LLCs in South Carolina taxed?
LLCs are taxed as pass-through entities by default, meaning your business profits “pass through” the company itself and get reported as income on individual members’ tax returns. However, you must pay all applicable South Carolina taxes, just like any other South Carolina LLC. You may choose to have your LLC taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
For more information on taxes, check out our South Carolina tax guide.
How can I withdraw my South Carolina foreign LLC?
To withdraw your South Carolina foreign LLC, you’ll need to file a Certificate of Cancellation of Authority to Transact Business in South Carolina. The filing fee is $10.