How to get a South Carolina certificate of authority, entity by entity

Yes, once the entity transacts business in the state. Section 33-44-1003 exempts 11 kinds of LLC activity and section 33-15-101 exempts 13 for corporations. Check the page on whether you need one before spending money.

For an LLC: 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. For a corporation: an individual who resides in South Carolina with a business office identical to the registered office, or a domestic or foreign corporation authorized in the state with a business office identical to it. The agent page explains what an agent does and what happens if none can be found.

Order it from the Secretary of State or other official who keeps the LLC records in its home state or country. It has to be 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. The Secretary of State says a missing or stale certificate is its second most common reason for rejection.

Mail it to Secretary of State, ATTN: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia, or file through Business Entities Online at businessfilings.sc.gov.

An LLC that must file corporate income tax returns reports to the Department of Revenue yearly and pays the corporate license fee, which runs from $25 up. A corporation always does, by the fifteenth day of the fourth month after the close of the tax year.

Report a new agent or office on Form F0086 ($10). Report a new name or other changed fact on Form F0039, an amended certificate ($110); a corporation reports a new agent or office the same way, also for $10.

The state's test for a foreign LLC is simple: it was organized elsewhere, and its owners enjoy limited liability much as they would in a South Carolina LLC. Corporations, nonprofits and partnerships formed elsewhere are foreign too. Internal affairs follow home law: the law of the state or country where a foreign LLC is organized governs its organization, its internal affairs and the liability of its managers, members and their transferees, and South Carolina may not refuse a certificate of authority because that law differs from its own.

Form F0002 asks whether the corporation is a general business corporation or a professional corporation, and refers professional corporations to section 33-19-500 for the name. Say so when you order.

Keep the filed application, the receipt, the home certificate, the agent's agreement and any Department of Revenue account numbers together. If the agent or office changes, file the statement of change promptly so the record stays accurate.

Test the name before anything else. Order the home certificate late, so it is fresh. Put the check in the envelope. If the name fails, attach the fictitious name form. Have the signer write down the capacity.

It registers for $100 on an application giving the name of the partnership; the address of its principal office if that is outside South Carolina; the address of a registered office and the name and address of a registered agent for service of process in the state; the number of partners; a brief statement of its business; and its request for registered limited liability partnership status. The application is signed by partners holding a majority in interest, or by an authorized partner, and registration runs for a year.

A corporation amends when its name, duration or state of incorporation changes; an LLC amends when facts it gave in the application change. That costs $110 for the LLC and $110 for the corporation.

If the application slips, order a new certificate rather than filing an aged one, since the limit is 30 days.

The name is not available for use in South Carolina; the dated certificate of existence, not more than 30 days old, from the home state's Secretary of State is missing; the filing fee payable to the Secretary of State was left out; the legal name was unavailable and no fictitious name form was filed; and the signer did not list the capacity or position that gives authority to sign for the entity. We check these before filing.

An Ohio corporation opens a sales office in Columbia. It orders a certificate of existence matching its Ohio name, names a Columbia registered agent and office, prepares its initial annual report, and applies on Form F0002. The fees are $110 plus a license fee, and its annual report then goes to the Department of Revenue by the fifteenth day of the fourth month after the close of the tax year.