South Carolina certificate of authority: what it takes for any foreign entity

Any foreign LLC, corporation, nonprofit or limited partnership that transacts business in South Carolina needs one. What does not count as transacting business differs a little by entity. For an LLC the exempt list is: defending, settling or maintaining a proceeding; meetings of members or managers and other internal affairs; bank accounts; offices or trustees that handle the company's own securities; selling through independent contractors; soliciting orders, by mail or through employees or agents, that need acceptance outside South Carolina to become contracts; creating or acquiring debt, mortgages or security interests in real or personal property; securing or collecting debts and enforcing security, with holding and maintaining the property acquired that way; one isolated transaction completed within thirty days and not part of a run of similar ones; interstate commerce; and owning, without more, an interest in an LLC organized or doing business in the state. The same Act counts income-producing property in the state as business. Details are on the page on whether you need one.

$110 to the Secretary of State. Add the home state's fee for the certificate, any agent's fee, and $2 if a fictitious name is needed. Nothing is due yearly to the Secretary of State. See the cost page.

An original certificate of existence not more than 30 days old, or a record of similar import, authenticated by the Secretary of State or other official who keeps the LLC's records in its home state or country. A missing or stale certificate is second on the list of common rejection reasons.

For an LLC the Act says a foreign LLC transacting business in South Carolina without a certificate of authority may not maintain an action or proceeding in the state until it has one; its contracts and acts stay valid and it may defend an action; limits on the personal liability of managers, members and their transferees are not waived solely because it transacted business without a certificate; and by doing so it appoints the Secretary of State as its agent for service of process on claims arising from that business. For a corporation there is also a daily money penalty with a yearly cap. The penalty page has both.

The act of applying makes the entity answer to the Department of Revenue, and to South Carolina courts, on any tax it owes; it concedes nothing about whether tax is owed.

Whether the name can be used in South Carolina. That is the leading rejection reason on the state's list, ahead of the certificate and the fee. Test the name before you pay for anything else.

A nonprofit corporation applies under the nonprofit chapter for $10. A limited liability partnership registers at $100 and must renew. A limited partnership files for $10. A corporation brings the initial annual report and the license fee.

Yes, and do it first. An unavailable name tops the state's list of rejection reasons, and learning that before you order the home certificate saves its fee and its days.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.