South Carolina Certificate of Authority / Cancellation
Cancelling a South Carolina certificate of authority
Form F0054, the Foreign Limited Liability Company Certificate of Cancellation of Authority to Transact Business, ends a foreign LLC's South Carolina certificate of authority for $10. A corporation uses Form F0031 instead, at $10. We prepare either for $199.
Cancellation in brief
- LLC form
- Form F0054
- Statute
- LLC Act, section 33-44-1007
- LLC fee
- $10
- Corporation form
- Form F0031
- Corporation fee
- $10
- Copies
- Two
- Filed with
- South Carolina Secretary of State
- Survives
- Service through the Secretary of State
What does the LLC certificate state?
It gives the name of the foreign LLC as filed in South Carolina; the date it qualified here; that it is no longer transacting business in South Carolina and cancels its authority; and a forwarding address to which the Secretary of State may mail a copy of any process served on the LLC.
What survives cancellation?
Cancelling does not end the Secretary of State's authority to accept service of process on the company for claims arising from business transacted in South Carolina while it was authorized.
How do I file it?
Mail the original along with a duplicate original or a conformed copy; a stamped self-addressed envelope brings the filed copy back. If the LLC is managed by managers, one of them signs and writes down the capacity. The fee is $10.
How does a corporation withdraw?
Withdrawal is complete only once the corporation holds a certificate of withdrawal; its application sets out the corporation's name and home state; that it is no longer transacting business and surrenders its authority; that it revokes its registered agent's authority to accept service and appoints the Secretary of State as its agent for claims from the period of authority; a mailing address for process; and a promise to report future changes of that address.
What should be done before cancelling?
Close any Department of Revenue accounts and file final returns. Keep the forwarding address where it will be read.
Exit filings by entity
| Who is leaving | Paper to file | Charge |
|---|---|---|
| Nonprofit corporation | Certificate of withdrawal | $10 |
| Business corporation | Form F0031 | $10 |
| LLC | Form F0054 | $10 |
| Corporate agent resigning | Statement of resignation | $3 |
When should an LLC cancel?
Once it has permanently stopped transacting business in South Carolina. An LLC that is only dormant can hold its certificate without a yearly Secretary of State charge, provided its agent and office stay current; otherwise it risks revocation.
How is cancelling different from revocation?
Cancelling is the LLC's own choice, made on Form F0054. Revocation is the state's act, taken for an unpaid fee, tax or penalty owed to the state; no agent for service of process kept; no statement filed when the agent's name or business address changes; and a material misrepresentation in a record delivered to the Secretary of State, and it comes with notice. A voluntary cancellation avoids the revocation route.
What about the Department of Revenue?
Closing the tax accounts is a separate job. File final returns and settle balances there before cancelling, so the cancellation and the tax record tell the same story. A corporation needs a tax-paid certificate if it is ever reinstated after revocation.
Examples
Take a Georgia LLC that closed its Rock Hill office: it cancels after settling its tax accounts. A Delaware corporation that has sold off its operations here asks for a certificate of withdrawal. A Wyoming LLC that still holds South Carolina rental property keeps its certificate until it sells, because income property counts as business.
What to keep
Hold on to the filed cancellation, the last returns and a forwarding address, because the Secretary of State can still receive claims from the authorized period.
Who files for a corporation that is revoked?
A corporation with revoked authority has another route than withdrawing: reinstatement, supported by proof from Revenue that nothing remains owing, with effect from the revocation date.
What does cancelling do to the agent?
Cancelling ends the point of keeping an agent for the LLC's authority, though papers for earlier claims still come through the Secretary of State to the forwarding address.
What if the agent resigned earlier?
Where the agent resigned and nobody replaced it, from day thirty-one following the filing of the resignation the Secretary of State has stood in as the LLC's agent for service, and cancelling does not erase that stretch.
Cancelling a South Carolina certificate of authority
Close the tax accounts
File the final returns.
Draft the certificate
The name, the qualification date, a statement that business has ended and a forwarding address.
Sign and copy
Two copies, with the capacity stated.
File with the fee
$10 for an LLC.
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.
Cancellation questions
What does cancelling cost?
An LLC pays $10; a corporation pays $10.
Can papers still be served afterward?
Yes, through the Secretary of State, for claims from the period of authority.
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
- Form F0054, foreign LLC certificate of cancellation of authority
- Form F0031, application for surrender of authority to do business (foreign corporation)
- 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.