Question 1

Do I need a tax clearance certificate from the South Carolina Department of Revenue before dissolving my corporation?

Accepted Answer

No. Nothing conditions the Secretary of State's acceptance of form F0049 on a tax certificate, a clearance letter or a Department of Revenue consent. Section 33-14-103 enumerates what the articles must set forth, and the list stops at the corporate name, the directors, the officers, the authorization date and the vote figures. The form itself is the stronger evidence, since a requirement printed only in a form's instructions would still bind you: across all five pages of F0049 the words tax, revenue, clearance, compliance and certificate each appear zero times, and its instruction page asks for a stamped envelope, overflow sheets and the fee. Settling up with the Department of Revenue remains your obligation, but it happens on its own track rather than as a gate on the filing.

Question 2

Where does the South Carolina Certificate of Tax Compliance actually apply, if not to a voluntary dissolution?

Accepted Answer

To going back the other way. When the Secretary of State has administratively dissolved a corporation, Section 33-14-220(a) sets out what an Application for Reinstatement must contain, and item (4) requires it to contain a certificate from the South Carolina Department of Revenue reciting that all taxes, penalties, and interest owed by the corporation, whether assessed or not, have been paid. The Secretary of State's own guidance names the document a Certificate of Tax Compliance, points filers to the Department of Revenue at (803) 896-1730 to cure the filing deficiency first, and lists a missing tax-compliance letter as a rejection reason for reinstatement applications. Reinstatement, not dissolution, is where that paper belongs.

Question 3

How much does it cost to file Articles of Dissolution in South Carolina, and where do they go?

Accepted Answer

Ten dollars. Section 33-1-220(a)(13) sets the fee for articles of dissolution at $10.00, the Secretary of State's forms catalog prints $10.00 beside form F0049, and the instruction page repeats it as the amount payable to the Secretary of State at the time of filing, so there is nothing to reconcile. Paper filings go to SC Secretary of State, Attn: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia, SC 29201, and the office pushes filers toward Business Entities Online at businessfilings.sc.gov instead, on the stated grounds of faster processing, instant confirmation and a lower rejection rate. Articles of revocation of dissolution are also $10.00; a reinstatement application is $25.00.

Question 4

Who has to approve a South Carolina corporation's dissolution, and by what vote?

Accepted Answer

Two thirds of all the votes entitled to be cast on the proposal, unless your articles of incorporation say otherwise or the board conditioned its own proposal on a greater vote. That is the Section 33-14-102(f) default, and it is counted against every vote entitled to be cast, not against the votes actually turned out at the meeting. Section 33-14-102(g) lets the articles raise or lower the number but never below a majority of all votes entitled to be cast. Before the vote the board must recommend dissolution, unless conflict of interest or other special circumstances lead it to make no recommendation and it tells the shareholders the basis for that choice. Every shareholder gets meeting notice saying dissolution is on the agenda, whether or not they may vote.

Question 5

Does South Carolina make me notify creditors before dissolving the corporation?

Accepted Answer

No, and neither creditor track is a precondition to filing. Section 33-14-106(a) says a dissolved corporation may dispose of known claims by following its procedure, and the written notice to known claimants goes out at any time after the effective date, never before it. Section 33-14-107(a) likewise says the corporation may publish notice of its dissolution. Choosing the known-claimant procedure means setting a claim deadline no fewer than 120 days out from the effective date of your notice and saying in the notice that a late claim is barred; if you reject a claim and your rejection notice says so, the claimant has 90 days from the rejection to sue. Skipping both tracks costs you the bars, not the filing.

Question 6

How long can someone sue a dissolved South Carolina corporation after the newspaper notice runs?

Accepted Answer

The statute carries two different figures and they sit in adjacent subsections, so read both. Section 33-14-107(b)(3) governs what your published notice must say, and it requires the notice to state that a claim is barred unless a proceeding to enforce it is commenced within five years after publication. Section 33-14-107(c) then sets the bar the statute itself imposes on three groups, a claimant who got no written notice, one whose timely claim went unacted on, and one whose claim is contingent or arose after the effective date, at ten years after the publication date. That gap is in the codified text as amended in 2004, not a transcription slip, and it is exactly the sort of thing to put to a South Carolina attorney rather than resolve from a web page. Publication itself is once, in a newspaper of general circulation in the county of the principal or registered office.

Question 7

Can a South Carolina corporation that never issued shares or never started trading use a shorter route?

Accepted Answer

Yes, and it is not a separate form. Section 33-14-101 lets the board, or a majority of the incorporators where there are no directors, dissolve a corporation that has not issued shares or has not commenced business, with no shareholder vote at all. On F0049 that is item 8(a), and completing it means stating the incorporation date, checking either that no shares have been issued or that the corporation has not commenced business, and confirming three things by signature: that no debt remains unpaid, that net assets after winding up went to the shareholders if shares were ever issued, and that a majority of the incorporators or initial directors authorized the dissolution. The form directs you to complete 8(a) or 8(b) and not both. Unlike the short-form routes some states publish, this one has no deadline measured from the incorporation date.

Question 8

Can I pick a later effective date for a South Carolina dissolution, or undo one after it is filed?

Accepted Answer

Both, within limits. Item 7 of F0049 makes the dissolution effective on acceptance and filing unless you specify a delayed effective date, and Section 33-1-230(b) caps that date at the ninetieth day after the day of filing; a delayed date with no time stated takes effect at close of business. Undoing it is governed by Section 33-14-104: a corporation may revoke its dissolution within 120 days of its effective date, authorized the same way the dissolution was unless that authorization let the board act alone, by filing articles of revocation of dissolution together with a copy of the articles of dissolution. The fee is another $10.00. Revocation relates back to the effective date of the dissolution, so the corporation resumes business as if the dissolution had never happened.

South Carolina Articles of Dissolution

Find out where you stand in South Carolina

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

South Carolina Requirements for Articles of Dissolution

No Department of Revenue Certificate for the Voluntary Filing

The Certificate of Tax Compliance Belongs to Reinstatement

Form F0049, Articles of Dissolution, Revised September 2018

$10.00 Filing Fee, With No Pre-Filing Tax On Top

Two Thirds Of All Votes Entitled To Be Cast

Item 8(a): The Incorporator Or Initial Director Route

Creditor Notice Is Elective, And The Claim Tail Is Long

Officer Or Director Signature, No Notary, 90-Day Delay Cap

Frequently Asked Questions