South Carolina Certificate of Authority / Without one
What happens if you operate in South Carolina without a certificate of authority
What happens to an entity that transacts business in South Carolina without a certificate of authority? It cannot start a lawsuit there until it gets one, which costs $110 for an LLC, and a corporation also owes a daily civil penalty.
LLC compared with corporation
| Question | Foreign LLC | Foreign corporation |
|---|---|---|
| May it bring a lawsuit? | Not until it has a certificate | Not until it has a certificate; the bar also covers a successor and an assignee |
| Are its contracts valid? | Yes | Yes |
| May it defend a lawsuit? | Yes | Yes |
| Is there a money penalty? | The LLC article lists the court bar and the Attorney General's power | $10 daily, capped at $1,000 per year |
| Who enforces? | The Attorney General may seek to restrain the business | The Attorney General collects the penalty |
What is the exact rule for an LLC?
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.
And for a corporation?
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.
How do I fix it?
Apply in the ordinary way: Form F0008 for an LLC with 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 and $110, or Form F0002 for a corporation with $110 plus the license fee. No separate form exists for a late applicant. A corporation that waited a full year has spent at least $1,135 counting the fees to qualify.
Can the certificate be taken away later?
Yes. For an LLC the grounds are 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 the Secretary of State must give notice, addressed to the agent for service (or to the designated office when no proper agent is kept), at least 60 days before the revocation takes effect, and the company can cure the failure before then. A corporation has 60 days to correct each ground and can be revoked on notice from the Department of Revenue.
What does it look like in practice?
Consider a North Carolina LLC that runs a Greenville workshop without a certificate. When a client stops paying, the LLC cannot open a collection suit in South Carolina until it has authority. Should the client sue first, the LLC can defend itself and its contract stands. Once authority is granted, the courts are open to it as plaintiff from that date.
What a lawyer decides
When the entity first transacted business in South Carolina, and whether its earlier activity counted, depend on facts. A South Carolina lawyer can tell you. Either way the application is identical, and $199 covers preparing it.
Corporations in practice
A corporation that has run a Spartanburg warehouse without a certificate for six months owes a daily penalty on each day of that period, within the yearly ceiling, and cannot sue until it qualifies. Its corporate acts stay valid.
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.
Penalty questions
Is an LLC fined for operating without a certificate?
The LLC article bars it from suing and lets the Attorney General seek to restrain it.
How much is the corporate penalty?
$10 a day, capped at $1,000 a year.
Are its contracts lost?
No; they stay valid.
Are owners personally liable?
Not just because the entity operated without a certificate.
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
Need a South Carolina certificate of authority?
Send the entity type and we take over the filing.