South Carolina Certificate of Authority / Required?
Do you need a South Carolina certificate of authority?
Do you need a South Carolina certificate of authority? If your foreign LLC owns rental property in the state, runs an office or sells there regularly, yes: it costs $110. If everything it does in South Carolina is on the Act's exempt list, no.
What is exempt for an LLC?
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.
What counts as transacting business?
Under the Act, land or goods held here to earn income count as transacting business in themselves, excluded property aside.
What is exempt for a corporation?
Defending, settling or maintaining a proceeding; meetings of directors or shareholders and other internal affairs; bank accounts; offices or trustees that handle the corporation'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; securing or collecting debts and enforcing security; owning real or personal property without more; one isolated transaction completed within thirty days and not part of repeated transactions of a like nature; interstate commerce; owning and controlling a subsidiary that is incorporated or doing business in the state; and owning, without more, an interest in an LLC organized or doing business in the state. The list is not exhaustive.
Quick answers for an LLC
| Activity of the LLC in the state | Certificate needed? |
|---|---|
| Defends a lawsuit | No |
| Keeps a bank account | No |
| Sells only through independent contractors | No |
| Accepts orders only outside the state | No |
| Finishes one isolated job within thirty days | No, if isolated |
| Owns a rental house or rented building | Yes |
| Leases equipment to customers in the state | Yes |
| Opens an office or store | Not on the exempt list |
The answers read the Act in general terms.
Do holding companies need one?
Merely holding a membership in an LLC that is organized or active in South Carolina is exempt for an LLC, and a foreign corporation need not qualify just because it is a member of one. The operating company is the one that applies.
How do I read the exempt list?
List what the entity does in South Carolina and test each item against the exempt list. If all of them are on it, the entity is outside the rule. If one is not, weigh it against the property rule and ordinary business like an office or a store.
Why is property treated differently?
The Act says so directly: income-producing real or tangible personal property that is not otherwise excluded counts as transacting business, however little else the owner does in the state.
Scenarios
Compare three LLCs. A Tennessee one that takes website orders and accepts them in Nashville fits the exempt items. A Virginia one that buys a Myrtle Beach duplex to rent out is transacting business. A Florida one that sends its own staff here weekly to collect orders it accepts at home is near the line, because the independent contractor item does not stretch to its employees.
Does a single sale count?
A single deal closed within 30 days, with no run of similar deals behind it, falls outside the term. A routine pattern of sales is another matter.
Does tax change the answer?
Authority and tax follow separate rules: the Act's list of exempt activities does not decide which contacts may subject a foreign LLC to service of process, taxation or regulation under any other South Carolina law.
What if I already operate here?
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. Applying now lifts the court bar going forward. A South Carolina lawyer can say whether earlier activity counted. We prepare the application for $199.
What does a corporation do differently?
A corporation uses the longer corporate list, which is not exhaustive. Owning property without more is on that list, so the income-property rule that catches LLCs is not a corporate rule.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Questions on whether it is required
Do I need a certificate to own a rental property in South Carolina?
Yes. For an LLC, holding income property counts as transacting business.
Do I need one to sell online to South Carolina customers?
Orders accepted elsewhere and interstate commerce are exempt activities.
Do I need one to keep a South Carolina bank account?
No, bank accounts are exempt.
Can I wait until I am sued?
An LLC without a certificate cannot sue, but it can defend.
Price summary
Get your South Carolina certificate
Georgia or any stateSouth Carolina
$199
+ $110 to the state
- Your certificate of authority application, drafted from a questionnaire
- The home-state certificate requested on the right date
- A South Carolina agent for service if you need one
- The filed copy and the state's receipt
- Renewal: after the first year, the agent service renews at $149 a year
The $110 state fee is the LLC and corporation fee, paid to the Secretary of State and itemized separately; a corporation also pays a license fee, and other entity types are priced on the cost page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Form F0008, application for a certificate of authority (foreign LLC), with filing instructions
- S.C. Code Title 33, Chapter 44, Uniform Limited Liability Company Act
- South Carolina Secretary of State, FAQs about business entities
- S.C. Code Title 33, Chapter 1, general provisions, fees and taxes
- Form F0002, application by a foreign corporation for a certificate of authority
- S.C. Code Title 33, Chapter 31, nonprofit corporations
- South Carolina Business Entities Online
- S.C. Code Title 33, Chapter 15, foreign corporations
Need a South Carolina certificate of authority?
Send the entity type and we take over the filing.