How To Withdraw A Foreign South Carolina LLC Or Corporation
South Carolina Secretary of State Certificate of Authority Cancellation Requirements and Instructions
If a foreign corporation or LLC is no longer doing business in South Carolina, the entity should file an application to cancel its registration with the South Carolina Secretary of State, Division of Business Filings (SOS). Cancellation forms are available on the South Carolina SOS website (see link below) or in your Northwest online account. The form that you should file depends on whether the entity you are withdrawing is a corporation or LLC. You may type or write on SOS forms in black ink. File two copies of the form with the filing fee.
Corporations – file an Application for Surrender of Authority to do Business in the State of South Carolina.
LLCs – file a Foreign Limited Liability Company Certificate of Cancellation of Authority to Transact Business in South Carolina.
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 office does not accept debit or credit cards. Checks should be payable to the Secretary of State’s Office.
Foreign South Carolina LLC or Corporation Withdrawal FAQ
How much does it cost to cancel your out of state registration with South Carolina?
The filing fee to withdraw a foreign corporation or LLC registered in South Carolina is $10.
Do you need a South Carolina Department of Revenue clearance first?
No. You do not need a Department of Revenue clearance to withdraw a foreign corporation or LLC registered in South Carolina.
Remember that foreign entities do need to close their account with the South Carolina Department of Revenue. Corporations must also file a final tax return within 75 days after filing the withdrawal with the SOS.
How long does it take the state to process the withdrawal filing?
The South Carolina SOS normally processes cancellations/withdrawals within two days. Be sure to file in duplicate and include a self-addressed, stamped envelope, so the SOS can mail a filed copy to you.
What South Carolina Agency do I submit my withdrawal/cancellation documents to?
South Carolina Secretary of State’s Office
Attn: Business Filings Division
1205 Pendleton Street, Suite 525
Columbia, SC 29201
Phone: (803) 734-2158
What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?
South Carolina business entities are not required to file an annual report with the Secretary of State’s Office. The South Carolina Department of Revenue (DOR) does require annual reports as part of the tax return. If you don’t file the DOR tax return and annual report, your foreign corporation or LLCs authority may be revoked.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
If a SC foreign LLC does not file its annual report/tax return, the DOR will send out a notice that the report is delinquent. The entity then has 60 days from the date of the notice to file the report with the DOR. If the entity does not comply, then the DOR will notify the SOS that there are grounds for revocation. At that time, the SOS will revoke the foreign corporation or LLCs authority to do business in South Carolina.
What are the late fees and penalties to re-register if your registration is forfeited?
Foreign corporations and LLCs may apply to the South Carolina SOS for reinstatement after administrative revocation.
A foreign corporation would need to submit an Application for Reinstatement of a Corporation when Certificate of Authority has been Revoked. $25 minimum license fee (contact the DOR to find out what you owe) Application for reinstatement: $25 Certificate of Tax Compliance: $60
Foreign LLCs would file an Application for Reinstatement by a Limited Liability Company dissolved by Administrative Action with the SOS. Any fees owed (contact the DOR to find out what you owe) Reinstatement application filing fee: $25 Tax clearance: $60
How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?
Foreign corporations and LLCs revoke the authority of the South Carolina registered agent by filing an application for withdrawal. After the foreign entity has withdrawn, the registered agent does not have to accept service of process for that entity.