South Carolina Articles of Incorporation
South Carolina articles of incorporation form a corporation by filing with the Secretary of State for $110 plus a $25 CL-1 report, and must include a South Carolina attorney certificate. Attorney review available.
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Introduction
South Carolina is one of the few states that requires a licensed South Carolina attorney to certify your articles of incorporation before you file them with the Secretary of State, the document that creates a corporation as a separate legal entity able to own property, sign contracts, and limit its owners' liability for the corporation's debts. In South Carolina the articles have a distinctive requirement: they must include a certificate signed by an attorney licensed to practice in South Carolina stating that all the requirements for incorporation have been met (S.C. Code 33-2-102). The filing fee to the Secretary of State is $110, and the articles must be accompanied by the initial report on Form CL-1 filed with the South Carolina Department of Revenue, which carries a $25 fee, for a combined $135. South Carolina law requires the articles to set forth the corporate name, the number of shares the corporation is authorized to issue itemized by classes, the street address of the initial registered office and the name of the initial registered agent, and the name, address, and signature of each incorporator (S.C. Code 33-2-102). After formation, a corporation owes an annual corporate license fee with a minimum of $25, reported with its income tax return to the Department of Revenue, and its ongoing annual report is part of that corporate tax return rather than a separate filing with the Secretary of State. DocDraft builds your South Carolina articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In South Carolina, articles of incorporation filed with the Secretary of State, after a licensed attorney certifies them, are what create a corporation as a separate legal entity, and filing them brings the corporation into existence.
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South Carolina articles must include a certificate signed by an attorney licensed to practice in South Carolina stating that all the requirements of the incorporation statute have been met (S.C. Code 33-2-102). This attorney certificate is a distinctive South Carolina requirement.
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You file the articles with the South Carolina Secretary of State for a $110 fee, and the articles must be accompanied by the initial report on Form CL-1 filed with the Department of Revenue, which carries a $25 fee, for a combined $135.
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South Carolina requires the articles to set forth the corporate name, the number of shares authorized itemized by classes, the street address of the initial registered office and the name of the initial registered agent, and the name, address, and signature of each incorporator (S.C. Code 33-2-102).
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The registered agent named in the articles must have a street address in South Carolina, not a post office box, and must agree to accept legal papers for the corporation.
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After formation, a South Carolina corporation owes an annual corporate license fee with a minimum of $25, reported with its income tax return to the Department of Revenue (S.C. Code 12-20-50). The ongoing annual report is part of that corporate tax return, not a separate Secretary of State filing.
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Articles of incorporation form a corporation. To form a South Carolina limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in South Carolina, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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South Carolina Requirements for Articles of Incorporation
File Articles With the Secretary of State Plus Form CL-1
A South Carolina business corporation is formed by filing Articles of Incorporation with the Secretary of State for a $110 fee, together with the initial report on Form CL-1 filed with the Department of Revenue for a $25 fee, for a combined $135. The corporation legally exists once the Secretary of State files the articles.
South Carolina Attorney Certificate
The articles must include a certificate signed by an attorney licensed to practice in South Carolina stating that all requirements of the incorporation statute have been met (S.C. Code 33-2-102). This attorney certificate is a distinctive South Carolina requirement.
Corporate Name Under 33-4-101
The corporate name in the articles must satisfy S.C. Code 33-4-101 and be distinguishable from other entities on record with the South Carolina Secretary of State (S.C. Code 33-2-102).
Registered Office and Registered Agent
The articles must state the street address of the initial registered office and the name of the initial registered agent, who must have a South Carolina street address, not a post office box (S.C. Code 33-2-102).
Authorized Shares Itemized by Classes
The articles must state the number of shares the corporation is authorized to issue, itemized by classes. If more than one class is authorized, the articles must describe each class and its rights and preferences (S.C. Code 33-2-102).
Incorporators and Signatures
The articles must give the name and address of each incorporator, and each incorporator signs the articles (S.C. Code 33-2-102).
Annual License Fee and Tax-Return Annual Report
After formation, a South Carolina corporation owes an annual corporate license fee with a minimum of $25, reported with its income tax return to the Department of Revenue (S.C. Code 12-20-50). The ongoing annual report is part of that corporate tax return, not a separate Secretary of State filing. This is general information, not tax advice.
Corporation Versus LLC
Articles of incorporation form a corporation. To form a South Carolina limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.