Form an LLC in South Carolina

Four South Carolina rules that shape an LLC filing

S.C. Code § 33-44-303(c) lets an LLC sign members up for personal liability in the formation document itself: all or specified members are liable in their capacity as members for all or specified company debts if a provision to that effect is contained in the articles of organization and a member so liable has consented in writing. Item 7 of the Secretary of State's Articles of Organization form is the checkbox for it.

Everything the Secretary of State charges a South Carolina LLC is charged per document. Section 33-44-1204(a) is a fourteen item fee list running from articles of organization at one hundred ten dollars down to a two dollar catch-all for any other document the chapter requires or authorizes. Chapter 44 has no annual report section, the list prices no annual or periodic report, and no item in it is an expedite charge.

Money rather than paperwork opens administrative dissolution. Under § 33-44-809 the Secretary of State may commence a proceeding to dissolve an LLC administratively if the company does not pay a fee, tax, or penalty imposed by the chapter or other law within sixty days after it is due.

Trade names have no state file here. The Secretary of State "does not register DBA or trade names," and the only fictitious name record among the LLC forms is a two dollar filing under § 33-44-1005 for a foreign LLC whose legal name is unavailable in South Carolina.

Filing the Articles of Organization

Under § 33-44-202(a), one or more persons organize a South Carolina LLC "by delivering articles of organization to the office of the Secretary of State for filing." Those filings run through Business Entities Online at businessfilings.sc.gov.

The fee is $110 under § 33-44-1204(a)(1). The schedule sets that fee for the document delivered for filing and names no filing medium. The agency's note on the forms page reads: "Online filing provides faster processing time, and allows you to save the filing and/or correct errors until the filing is accepted." The paper form is F0006, revised in August 2016.

What the articles must set forth

Section 33-44-203(a) lists seven items: the company name; the address of the initial designated office; the name and street address of the initial agent for service of process; the name and address of each organizer; whether the company is a term company and, if so, its term; whether it is manager-managed and, if so, the name and address of each initial manager; and whether members are to be liable for company debts under § 33-44-303(c). A principal office address is not among them: (a)(2) asks for the initial designated office, which § 33-44-108(a)(1) says "need not be a place of business in this State."

Form F0006 asks only for the organizer's signature; a South Carolina licensed attorney signs articles of incorporation for a business corporation. Under § 33-44-202(b) existence begins when the articles are filed unless a delayed effective date is specified, and § 33-44-206(d) caps that date at the ninetieth day after filing.

Filing on paper

The F0006 checklist asks for two completed copies of the form, payment made payable to the South Carolina Secretary of State, and a self-addressed stamped return envelope, sent to Attn: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia, SC 29201.

Naming a South Carolina LLC

Section 33-44-105(a) requires the name to contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC", with "Limited" abbreviable as "Ltd." and "company" as "Co."; form F0006 adds "Ltd. Co." The name must also be distinguishable upon the records of the Secretary of State from existing entity names, from names reserved or registered under §§ 33-44-106 and 33-44-107, and from approved fictitious names.

Availability is checked in the Business Name Search in Business Entities Online. The Secretary of State states that "filing as a business entity with the Secretary of State does not provide an exclusive right to use a name." A name need not be reserved before organizing. An application costs $25 under § 33-44-1204(a)(6) and holds the name for a nonrenewable one hundred twenty day period.

Agent for service of process and designated office

Section 33-44-108(a) requires an LLC to "designate and continuously maintain in this State: (1) an office, which need not be a place of business in this State; and (2) an agent and street address of the agent for service of process on the company." The street address requirement attaches to the agent, not to the designated office. Subsection (b) allows an individual resident of South Carolina, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in the state. Item 3 of form F0006 collects the South Carolina street address of the initial agent for service of process and the agent's signature.

Changing the designated office, the agent or the agent's address costs $10.00 under § 33-44-1204(a)(9). If no agent is maintained, or the agent cannot with reasonable diligence be found at the agent's address, § 33-44-111(b) makes the Secretary of State an agent of the company upon whom process may be served. Agent and registered office information is public and searchable by agent, while the office does not have the names or addresses of a company's officers or directors.

Operating agreement

Under § 33-44-103(a) all members may enter into an operating agreement, "which need not be in writing," and to the extent it does not provide otherwise the chapter governs relations among the members, managers, and company. Subsection (b) bars seven terms, among them eliminating the duty of loyalty under § 33-44-409(b), and the agreement is not among the documents § 33-44-1204(a) prices for filing. See the operating agreement guide.

EIN

An EIN is issued by the Internal Revenue Service, not by any South Carolina agency. The Department of Revenue requires an LLC opening a state tax account to have registered with the Secretary of State's Office and to hold a valid FEIN; the EIN guide covers the federal application.

The recurring obligation runs to the Department of Revenue

Chapter 44 imposes no annual report on a South Carolina LLC. Section 12-20-20(A) directs an annual report only to domestic corporations, foreign corporations qualified to do business in this State, and any other corporation required by § 12-6-4910 to file income tax returns, and § 12-2-25(A)(3) makes "corporation" include an LLC taxed for South Carolina income tax purposes as a corporation. An LLC inside that definition files the report with the Department of Revenue, on or before the fifteenth day of the fourth month following the close of the taxable year.

The license fee that goes with it, set by § 12-20-50(A), is $15 plus $1 for each $1,000 of capital stock and paid-in or capital surplus, in no case less than twenty-five dollars, payable on or before the original due date for filing the annual report.

The initial annual report is Form CL-1, $25.00, filed with the Department of Revenue. Section 12-20-40(A) has the Secretary of State collect it with initial articles of incorporation, a certificate of authority application, or articles of domestication; where none is filed, § 12-20-40(B) makes it due on or before sixty days after initially doing business, or using a portion of its capital, in this State.

Administrative dissolution and reinstatement

Section 33-44-810(b) gives a company sixty days after service of the notice to correct each ground or demonstrate that it does not exist. A company dissolved under subsection (c) continues its existence but may carry on only the business necessary to wind up and liquidate, and administrative dissolution "does not terminate the authority of its agent for service of process."

Reinstatement is open for two years after the effective date of dissolution. Under § 33-44-811(a) the application must recite the company name and the dissolution date, state that the ground did not exist or has been eliminated, and carry a Department of Revenue certificate that all taxes owed have been paid. The fee is $25.00. A voluntary wind up ends instead in Articles of Termination under § 33-44-805 at $10.00, covered on the South Carolina LLC dissolution page.

State taxes

A single-member LLC that is not taxed for South Carolina income tax purposes as a corporation "is not regarded as an entity separate from its owner" under § 12-2-25(B)(1). A "multiple member LLC not taxed as a corporation" doing business or owning property in South Carolina files SC1065, due under § 12-6-4970(B)(1) on or before the fifteenth day of the third month following the taxable year. Income taxable to nonresident partners is subject to 5% withholding by the partnership, unless the partner provides an affidavit of intention to file or is included in a composite return.

For tax year 2026 the Department of Revenue publishes two individual rates: 1.99% on income less than $30,000, and 5.21% minus $966 on income from $30,000 and above. They come from H. 4216, signed March 30, 2026, "effective beginning with the 2026 tax year, with returns due April 15, 2027."

An owner of a pass-through business may step off that graduated schedule for business income. Section 12-6-545(B)(1) allows an annual election to have the subsection (B)(2) rate, set at 3 percent after 2013, imposed on active trade or business income, and (A)(2) includes LLCs taxed as sole proprietorships, partnerships, or S corporations. A qualified entity may instead elect annually under § 12-6-545(G) to have that tax imposed on the entity itself. See the South Carolina LLC taxes page.

The statewide Sales and Use Tax rate is 6%, and a county may impose an additional 1% local sales tax if its voters approve.

Licensing

There is no general state business license. The Secretary of State states that retail licenses are issued by the Department of Revenue, "business licenses are issued at the county or city level," and professional licenses come from the South Carolina Department of Labor, Licensing and Regulation. A person engaging in business in South Carolina as a retailer must obtain a Retail License "before making any retail sales that are taxed under Sales & Use Tax," internet sales included. The fee is $50 and non-refundable, a separate license is required for each business location, and the licenses do not expire but must be updated when that location changes.

Later filings

Amending the articles costs $110 under § 33-44-1204(a)(2). An out of state company registers with an Application for a Certificate of Authority to Transact Business for $110 under § 33-44-1204(a)(4), accompanied by a dated certificate of existence not more than 30 days old; the foreign LLC page covers that route.

Section 33-44-504(e) makes the charging order the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest. The governing law is the South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Title 33, Chapter 44, which governs all limited liability companies on and after January 1, 2001.

Frequently asked questions

How much does it cost to file South Carolina Articles of Organization?

S.C. Code 33-44-1204(a)(1) sets the fee for articles of organization of a limited liability company at one hundred ten dollars, and the Secretary of State's forms listing prices the same document at $110.00.

Does South Carolina charge an expedite fee for LLC filings?

S.C. Code 33-44-1204(a) is the complete fourteen item list of fees the Secretary of State collects for LLC documents, and no item in it is an expedited or priority charge.

Does a South Carolina LLC file an annual report?

Chapter 44 contains no annual report section and prices none in its fee schedule. An LLC taxed for South Carolina income tax purposes as a corporation falls under S.C. Code 12-20-20(A), which directs an annual report to the Department of Revenue.

Can members of a South Carolina LLC be personally liable for company debts?

S.C. Code 33-44-303(c) makes all or specified members liable in their capacity as members for all or specified company debts if a provision to that effect is in the articles of organization and the member has consented in writing.

Does the South Carolina Secretary of State register DBA or trade names?

No. The Secretary of State's FAQ states that the office does not register DBA or trade names, and it says business licenses are issued at the county or city level.

How long does a South Carolina name reservation last?

S.C. Code 33-44-106(a) reserves an available name for the applicant's exclusive use for a nonrenewable one hundred twenty day period, and the application fee is $25 under 33-44-1204(a)(6).