South Carolina Corporate Certificate of Authority

The South Carolina Certificate of Authority is a filing that allows corporations from other states to do business in South Carolina. This guide will lead you through what to do before you apply, how to complete the certificate application, and how to keep your corporation in good standing once your company is registered. Welcome to South Carolina!

Do I Need to Register My Corporation in South Carolina?

The most common reasons why your corporation would need to register into South Carolina are: your corporation maintains a South Carolina physical office or storefront, sells retail products or services here, or employs people located here. If you are unsure if you need to foreign register, you can read through the foreign registration section of the statutory code for corporations (§33-15-101) or seek legal counsel. “Foreign” in this case just means your corporation is coming to South Carolina from a different US state or country.

When you hire us to register your corporation in the state, we file your paperwork, offer lifetime client support, and include a year of registered agent service, which renews annual at the low price of $49/year!

Preparing to Apply: Three Steps for a Quick & Easy Application

There are a few things you can do before applying for the Certificate of Authority to make the process go smoothly:

1. Get a Certificate of Good Standing

A Certificate of Good Standing (aka: Certificate of Existence) from your “home” or domestic state proves to South Carolina that your corporation is current and actively doing business. Getting this document could be available right away online or it could take the state several days to process your order. Call your home state’s Secretary of State office to check pricing and processing times.

The Certificate of Good Standing needs to be less than 30 days old for South Carolina to accept it. Keep this in mind when timing the submission of your South Carolina Certificate of Authority application. Luckily, the South Carolina Secretary of State’s office quickly processes these applications, usually within 1-2 business days when submitted online (but applications sent by mail can take 7-10 business days).

2. Do a South Carolina Business Name Search

Make sure your company’s name is available for you to use by performing a South Carolina Business Name Search. Your unique company name may be protected in your home state, but that protection does not extend into other states. Unless you have your company name federally trademarked, someone in South Carolina could have an active business with a name that is the same as or too similar to yours.

If your business name is not available to you, don’t worry! You’ll just file what’s called a “fictitious name” application with your South Carolina Certificate of Authority. A fictitious name in South Carolina is different from a “DBA” or trade name in that it’s only for foreign registering businesses whose original name is not available. As far as the state is concerned, your corporation will be registered under its original name, but you’ll need to in all ways operate your business using the fictitious name in South Carolina.

3. Get a Registered Agent Address

South Carolina requires all businesses to have a registered agent address on file with the state at all times. It must be a real physical South Carolina address (no virtual addresses, PO Box, or out-of-state addresses accepted). The name and physical address of your registered agent will be public record on the state’s business search website.

This is when using a registered agent service becomes very convenient. You may not yet have a South Carolina physical address for your business. Or, you may have friends or family here but they don’t want to take on the responsibility of receiving your corporation’s state and legal mail (annual report reminders, getting served lawsuit paperwork, tons of junk mail and ads, etc.) Let us take care of this for you!

As soon as you hire us, you’ll have immediate access to our address so you can keep yours private and off public record. We also guarantee to be available every business hour of every business day to receive all your important business mail. All mail we receive for you is uploaded within 24 hours to your private account as a downloadable .pdf which you can access anytime, anywhere from your phone or computer.

Applying for the South Carolina Certificate of Authority

So, you’ve acquired a Certificate of Good Standing, performed a business name search, and know your registered agent address, what’s next? Now you’re ready to complete the application for the South Carolina Certificate of Authority.

Create an Account/Login with the South Carolina Secretary of State

The best first step is to create an account with the South Carolina Secretary of State. Make sure the email address you provide is one you have access to and check regularly because this is where the state will send your Certificate of Authority once it’s approved. Once you’ve completed the email verification process, you’ll be asked to officially login and enter some account security questions.

Begin the Application for the Certificate of Authority

After you login, you’ll see the options below:

To continue the Certificate of Authority process, click the “New Business” option.

• Perform an entity name search to make sure your corporation’s name is available.
  • If your name is available, click “Add New Entity” to continue
  • If a list of other businesses pops up, this means there are other active businesses with a similar name. The State’s office will conduct a manual review of your application. If they determine your company name is “deceptively similar” to another business name, your application will be rejected and you’ll need to submit a “Fictitious Name” filing to complete your registration.
  • If a yellow flag pops up that says your name is “currently being used” (NOT available), click “Add New Entity” anyway and select the Fictitious Name application to add it to your order.
• Choose “Foreign Entity” and select “Corporation” from the business type list, click “Start Filing.”
• Submit your contact information
  • This information will complete your online account with the Secretary of State. The information you enter here is only available to the State’s office, it is not shared publicly.
• Complete your corporation entity information
  • Entity name- name of your entity in your domestic state as it appears on state record
  • Business is incorporated as a: Choose General Corporation or Professional Corporation
  • State or Country Organized- your home State or country, where your corporation was first created
  • Organized Date: The date your corporation began in your domestic state
  • Period of Duration: if you plan on being active in South Carolina indefinitely, you can enter “perpetual” or “unlimited.” If you plan on being active for only a specific amount of time, you can enter a termination date for your entity. Just make sure it matches with what’s on the articles of your home state.
  • Registered agent name and address- must be a physical address in South Carolina
  • Principle office address- your domestic corporation’s main address in your home State
  • Authorized Shares- Enter the total number of shares the corporation has authority to issue, itemized by classes and series, if any, within a class. If no shares are issued, enter “none.”
  • Director information- Only 1 director’s information is necessary. If you have no directors, then enter the name and address of the persons who are exercising the statutory authority of the directors on behalf of the corporation.
  • Principle Officers- List the name and usual address of all principle officers, only 1 is required
  • Optional- Delayed Effective Date: enter the date you wish to be active in South Carolina. If you have no preferred date, skip this section.
  • Authorized Signature- This is the information of the person or filing service authorized to submit this application, often referred to as the “Organizer.”
• Upload Certificate of Existence by clicking the “Upload” button to the right
  • must be a PDF
  • file size must be smaller than 2MB
  • limit of 5 files per application
• Optional: Complete the “Fictitious Name” Application if your business name was not available. Click the “Start” button to the right to begin the application and have the $2 fee added to your order total
• Complete the CL-1 Form– all corporations must submit an Initial Report with the Certificate of Authority application. Click “Save & Continue” when finished.
• Optional: Document Request Options- You will receive a non-certified copy of your Certificate of Authority via email when it’s approved by the state. If you’d also like certified copies, you can add them to your order here. You can also order them later through your account.
• Pay the state fees, $125 total. The price breakdown is below:
  • $110 for the Certificate of Authority
  • $15 Service Fee* SC.GOV (online Portal Administration Fee)
• Add $4.50 to the above total if you added the Fictitious Name application to your order:
  • $2 (Fictitious Name application fee)
  • $2.50 (Service Fee* SC.GOV)

It may take the state’s office 1-2 business days to process your application. When approved, they’ll send you an email with your corporation’s Certificate of Authority attached.  After your foreign registration is confirmed, your next step is to make sure you have the proper licensing at the county and/or city level.

Our Expert Foreign Corporation Filing Service

If you would rather spend your time running your business, we can take care of all this for you! We know the state rules and are well practiced and completing these applications on behalf of our clients quickly and correctly. Below is a breakdown of what’s included when your order our corporation foreign registration package for $274:

• $125 South Carolina Corporation Foreign Registration fee
• $100 Our filing processing fee
• $49 Registered Agent Service for 1 year
• FREE By-Laws (optional)
• FREE Secure Online Portal with 24/7 access
• FREE South Carolina Forms Library for all your state filing needs

The cost for the Certificate of Good Standing/Existence from your home state is the only fee not included above. Those fees vary from state to state, and we can order it for you at state cost. No extra filing fee is charged to get this for you! Also, if you have this certificate already and it’s dated within 30 days, you can email it to us to avoid paying for another one. It is our goal to make the foreign registration process as quick and convenient for you as possible!

Business Licensing in South Carolina

South Carolina does not ask businesses to have a state level general business license. However, you may need to have an Occupational Business License if the kind of work you do requires one. Some examples are: Accounting, Dentistry, Pharmacy, and Massage Therapy. Stop by the Department of Labor Licensing & Regulation to see a full list of occupations that require this kind of licensing.

General business licensing is handled at the local government level – the counties, cities, and incorporated towns of South Carolina will want your business to get a license. To verify that your business has all the local licensing required, visit the South Carolina Business One Stop licensing page. Your business will most likely need a local business license at one level or all levels depending on where your business is physically located and where your business performs onsite services.

Annual Reports and Taxes for Corporations in South Carolina

All corporations, both domestic and foreign, are required to submit an annual report with their corporate income tax return. Even if your corporation generated no income, you will still need to submit a tax return and the annual report. Both of these filings are submitted to the South Carolina Department of Revenue. The annual report is included in the tax return on page 3 as “Schedule D.” Look below to find the right tax return for your corporation’s tax election category:

You can file your tax return online or mail in the paper forms. If you owe more than $15,000 in taxes, you must file using their online system. If you fail to file either the income tax return or the annual report, there will be late fees, your corporation will be moved to delinquent status, and eventually the state will administratively dissolve your South Carolina foreign registration.

There may be other taxes that need to be paid at the local level as well. Seeking the services of a good business accountant in South Carolina for at least your first year may be the best move. They would make sure you’re not missing any tax payments or licensing that could cause you trouble later.

FAQ for South Carolina Corporations

Below are some commonly asked questions about doing business in South Carolina. If the answers you’re looking for aren’t found below, call us at (843) 414-9661 during normal business hours to speak to one of our local business experts. We look forward to hearing from you!

Is my company information public record in SC?

No. South Carolina is what’s called a “private state” for businesses. This means that your corporation’s officers, directors, and shareholders will not be available to the public on the Secretary of State’s business search website. Officer and director information reported to the Department of Revenue (DOR) on the Annual Report is kept private with your taxes.

What if I need to make changes to my Foreign Corporation?

There are a few ways to make changes to your foreign corporation:

There is no one filing to update all departments when there is a change to your corporation’s information, so you’ll need to notify all appropriate agencies individually. Sometimes your information can be updated through their online system, sometimes it will require you to send a letter on your company letterhead signed by an officer.

What if my Foreign Registration application gets rejected?

The #1 reason why applications for foreign registration are rejected is because of issues with the corporation name being to similiar to or the same as a business name already in existence. The state will contact you and ask you to submit a “Fictitious Name” application for a fee of $4.50. The Certificate of Authority will be emailed to you after your fictitious name is approved.

Why do I need a “Fictitious Name”?

You would need to submit a Fictitious Name application only if your foreign corporation name is already in use in South Carolina, or if the state deems your company name is too similar to one already in use.

Do I need a South Carolina business license?

You will not need a General Business License issued from the State, however you will more than likely need a county, city, or town business license in South Carolina. You should contact the county where your business is located or operating in to make sure you have all the licensing and permits required.

Are foreign corporations required to file an Initial Report or Annual Report in South Carolina?

Yes, foreign corporations are required to submit an Initial Report (CL-1 form) along with the application for the Certificate of Authority and an Annual Report along with the corporation income tax return each year.

What if I need to close my business in South Carolina?

You will need to file the “Application for Surrender of Authority to do Business in the State of South Carolina” with the Secretary of State. Then, you’ll also need to notify the Department of Revenue that you are closing your business by filing a final income tax return within 75 days of closing your business with the Secretary of State.

How do I contact the South Carolina Secretary of State?

The South Carolina Secretary of State contact information: