How to Incorporate in South Carolina

If you’re looking to incorporate in South Carolina, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Articles of Incorporation - Domestic Corporation
  • Form CL-1: Initial Annual Report of Corporations
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form SCDOR-111: South Carolina Department of Revenue Tax Registration Application
  • Incorporation & Initial Report: $135
  • Incorporation: ~7-10 business days by mail. ~1-2 business days online.
  1. Choose a Corporate Structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in South Carolina".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in South Carolina".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search: South Carolina Secretary of State - Division of Business Filings
    Name Reservation: Optional
    Suffix Requirements:

    Must contain the word "corporation", "incorporated", "company", or "limited", the abbreviation "corp.", "inc.", "co.", or "ltd.", or words or abbreviations of like import in another language 
    South Carolina Code of Laws §33-4-101

  3. Appoint a Registered Agent

    Before you officially file to create your South Carolina LLC, you will need to decide who your South Carolina registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file South Carolina articles of organization with the South Carolina Secretary of State - Division of Business Filings.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in Charleston
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

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  4. File South Carolina Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:South Carolina Secretary of State - Division of Business Filings
    Form:

    Articles of Incorporation (§33-2-102)

    Filing Method:

    Mail or online.

    Agency Fee:

    $135

    Turnaround:

    ~7-10 business days by mail. ~1-2 business days online.

    Law:

    S.C. Code Ann. §33

    Notes:
    • If filing by mail, submit the original, one copy, filing fee, and a self-addressed stamped envelope.
    • The articles must contain a certificate, signed by an attorney licensed to practice in South Carolina, that all of the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws have been complied with. (S.C. Code Ann. §33-2-102(a)(6))
    • Consider optional provisions.
    Fact Checked:6/16/17
  5. File Initial Report

    Agency:South Carolina Department of Revenue
    Form:

    Form CL-1: Initial Annual Report of Corporations

    Filing Method:

    Mail

    Agency Fee:

    Included in the cost of formation.

    Due:

    The initial report for a domestic or foreign South Carolina corporation (including a professional corporation) is filed at the same time of formation or foreign qualification.

    Law:

    South Carolina Code § 12-20-40.

    Fact Checked:11/2/18
  6. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  7. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  8. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with S.C. Code Ann. §33-2-105. You may hold the meeting in our outside of South Carolina. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: One or more required.
    • Qualifications: None.
    • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
    • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  9. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes, unless all action taken by unanimous consent.
    • Action by written consent: Allowed if by all shareholders entitled to vote on the action.
  10. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  11. Get South Carolina State Tax Identification Numbers/Accounts

    South Carolina offers a combined registration application.


    Agency:South Carolina Department of Revenue
    Form:Form SCDOR-111: South Carolina Department of Revenue Tax Registration Application
    Instructions:Form SCDOR-111 - Instructions
    Filing Method:Mail or online
    Agency Fee:Varies based on taxes/licenses/permits required
    Notes:If your organization qualifies for the sales tax exemption you do not need a retail license.
    Fact Checked:5/12/20
  12. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  13. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    South Carolina Business License

    Not required



    General Business License licensure is not required on the State level in South Carolina.

    South Carolina does not have a general business license at the state level, but local licenses are often required.

  14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in South Carolina, view the table below.


    South Carolina Corporation Annual Report Requirements:

    Not required



    Domestic and foreign South Carolina corporations do not have to file an annual report with the secretary of state.


    For more details, see our South Carolina annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your South Carolina corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

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