South Carolina incorporation laws are set forth in the South Carolina Code of Laws, chapters 1 through 39. The laws govern the incorporation of a South Carolina business and qualification of an out-of-state corporation to do business in South Carolina. Specific provisions are also set forth regarding nonprofit corporations.
Domestic Corporations
An existing or soon to be started business in South Carolina that incorporates is called a domestic corporation. Upon filing articles of incorporation with the secretary of state's office, the corporation comes into existence as a separate legal entity. The secretary of state's office provides a form of articles of incorporation with instructions that specifies the minimum information required to incorporate. The completed form must be filed with the secretary along with a $135 filing fee (as of January 2011). South Carolina law requires that an attorney licensed in South Carolina sign a certificate attached to or part of the articles of incorporation certifying that the articles comply with South Carolina incorporation law.
Nonprofit Corporations
The filing of articles of incorporation imply that the corporation will be operated as a for-profit business, unless a 501(c)(3) attachment form is included with the filing to indicate that the corporation is to be nonprofit. A form of the attachment is provided by the secretary's office. The 501(c)(3) designation refers to the IRS code section that defines a nonprofit corporation. The attachment included in the incorporation filing only gives notice to the secretary's office of the corporation's intention to operate as a nonprofit; however, nonprofit status can only be obtained by filing the appropriate documentation with the IRS.
Initial Annual Report of Corporations
Within 60 days of incorporating, an Initial Annual Report of Corporations must be filed with the Department of Revenue. A form of the report is provided by the department. The initial $135 filing fee required by the secretary of state includes the $25 filing fee for the initial report. Late payment penalties will be incurred for any report not filed by the 60-day deadline. After the initial report is filed, South Carolina law requires the filing of an annual report on or before the 15th day of the third month following the closing of the corporation's taxable year.
Foreign Corporations
A corporation formed in another state or country that does business in South Carolina is a foreign corporation. South Carolina law prohibits foreign corporations from doing business in the state without a certificate of authority from the secretary of state. A form of application with instructions is provided by the secretary's office. In addition to the application, two other documents must also be filed: a certificate of existence from the state of incorporation that is dated within 30 days of filing the application, and a completed Initial Annual Report of Corporations. A filing fee of $135 is required.
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