South Carolina Certificate of Authority / F0002 for corporations
Form F0002: the corporation application for a South Carolina certificate of authority
Form F0002, titled Application by a Foreign Corporation for a Certificate of Authority to Transact Business, is how a foreign corporation gets its South Carolina certificate of authority. The state fee is $110; the first annual report and a license fee of $25 or more travel with it. We prepare it for $199.
F0002 in brief
- Title
- Application by a Foreign Corporation for a Certificate of Authority to Transact Business
- Number
- Form F0002
- Statute
- Corporations Act, section 33-15-103
- Fee
- $10 to file, then $100 of tax
- License fee
- At least $25
- Attachment
- Existence certificate issued by the home official
- Annual report
- Department of Revenue
- Exit
- Form F0031, $10
What does the corporation tell the state?
The application gives the corporation name, the state or country of incorporation, its date of incorporation and duration, the street address of its principal office, its proposed registered office and agent in South Carolina, the names and business addresses of its current directors and officers, and the number of shares it may issue, itemized by class and series. Its name must be the one on the home certificate.
What goes in with it?
Enclose the home official's authenticated existence certificate or an equivalent record. The corporation's first annual report and the minimum license fee go along, and the Secretary of State hands those to Revenue.
How is the fee built?
Before filing, the Secretary of State takes $10 as a fee and $100 as tax, which makes $110. The license fee is separate, is based on capital stock and surplus, and never falls below $25.
Which activities need no certificate?
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.
What if the corporation works without one?
A foreign corporation transacting business without a certificate of authority may not maintain a proceeding in a South Carolina court until it obtains one, and the bar extends to its successor and to an assignee of the cause of action; a court may stay a case while it decides whether a certificate is needed; the corporation owes a daily civil penalty, capped for each year, which the Attorney General collects; and its corporate acts stay valid and it may defend a proceeding. The charge is $10 for every day, with $1,000 as the annual cap.
How can a certificate be lost, and regained?
Revocation grounds: an annual report not delivered to the Department of Revenue when due; unpaid franchise or other taxes or penalties; no registered agent or office in the state; no notice to the Secretary of State of a change or resignation of the agent or office; a document signed knowing it was materially false; and a home-state certificate of dissolution or merger. The corporation gets 60 days after notice to correct them. The corporation may ask for reinstatement whenever it can show Revenue that its tax, penalties and interest are settled, and it is dated back to the revocation. A challenge to revocation is heard by the Richland County Circuit Court, with 30 days to bring it.
How does a corporation leave?
Withdrawal starts with an application for a certificate of withdrawal on Form F0031 ($10), which 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. Until the certificate issues the corporation has not withdrawn.
Other entities in short
| Entity | Fee | Note |
|---|---|---|
| Nonprofit corporation | $10 | Nonprofit chapter |
| Limited partnership | $10 | Partnership chapter |
| Limited liability partnership | $100 | Registered status renewed yearly |
Raise a partnership with us before you order anything.
Steps for a foreign corporation
Order the existence certificate
Under the exact corporate name.
Choose the registered agent and office
Same street address for both.
Prepare the initial report
For the Department of Revenue.
Complete and sign F0002
With the signer's capacity.
File with the fees
$110 and the license fee.
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.
F0002 questions
Is the corporate charge above the LLC charge?
Both pay $110 to apply; the corporation also owes a yearly license fee of $25 or more.
Where does the corporate annual report go?
To the Department of Revenue.
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
- S.C. Code Title 12, Chapter 20, corporate license fee and annual report
- Form F0031, application for surrender of authority to do business (foreign corporation)
- S.C. Code Title 33, Chapter 42, limited partnerships
- S.C. Code Title 33, Chapter 41, partnerships and limited liability partnerships
Need a South Carolina certificate of authority?
Send the entity type and we take over the filing.