The Official Web Site of the State of South Carolina

Did you know that as of January 1, 2024, the Corporate Transparency Act enacted by Congress requires many companies to report beneficial ownership information to the US Treasury Financial Crimes Enforcement Network (FinCEN)? Beneficial ownership information (BOI), as defined by FinCEN, is identifying information about the individuals who directly or indirectly own or control a company. Please review the BOI links on our website to see if you are required to report to FinCEN.

Mark Hammond

FAQs About Business Entities

Frequently Asked Questions

The Secretary of State’s Office is a ministerial filing office and cannot provide legal advice to citizens. Nothing in the following language should be construed to constitute legal advice. The Secretary of State’s Office strongly recommends that you seek the assistance of counsel before making any decisions that may have legal implications.

1) How long does the filing process take with the Secretary of State’s Office?
The online filing process is usually completed within 24 hours.  If the filing is mailed, the Secretary of State’s Office will usually complete the process within two to three business days after it is received, though longer filing times may be experienced depending on workload volume. 

2) Do I need to file my sole proprietorship with the Secretary of State’s Office?
No. Sole proprietorships do not file with the Secretary of State’s Office.

3) Do I need to reserve a name if I am ready to incorporate or organize my entity?
No. You do not need to reserve a name if you are ready to incorporate or organize your entity.

4) How do I change the name of my business entity?
You may file Articles of Amendment to change the name of a business entity presently on file with our office.

5) When should my foreign (out of state) entity apply for a certificate of authority?
If an entity will be transacting business in the State of South Carolina, it must apply for a Certificate of Authority. Below are the statutory sections that set forth the guidelines for transacting business:

 

Business Statutes
Business Corporations: §33-15-101
Nonprofit Corporations: §33-31-1501
Limited Partnerships:  §33-42-1690
Limited Liability Partnerships: §33-41-1210
Limited Liability Companies: §33-44-1003

 

For additional guidance, please consult legal counsel.

6) What is a CL-1 form and when should I use it?
A CL-1 form is a Department of Revenue form filed with the Secretary of State along with the Articles of Incorporation for all business corporations and nonprofit corporations formed as political associations.

7) If I file the name of a business entity with the Secretary of State’s Office, can anyone else use my business name?
The Secretary of State’s Office will not allow an entity to incorporate or organize with a name identical to a name that the office already has in its database. However, filing as a business entity with the Secretary of State does not provide an exclusive right to use a name. You may also want to consider registration of a trademark or service mark with the Trademarks Division of the Secretary of State’s Office. The Secretary of State does not mediate disputes involving business names or trademarks, so please consult legal counsel regarding disputes over use of a business name.

8) How can I reinstate my business entity if it has been administratively dissolved by the Secretary of State’s Office?
A business corporation may reinstate at any time after administrative dissolution by filing an Application for Reinstatement of a Corporation Dissolved by an Administrative Action. Nonprofit corporations and Limited Liability Companies must file for reinstatement within two years of the date of the administrative dissolution. If the administrative dissolution is due to failure to file a tax return with the South Carolina Department of Revenue (DOR), contact DOR at (803) 896-1730 for assistance in curing filing deficiencies with their office. Once in compliance, DOR will issue a Certificate of Tax Compliance which must accompany the Application for Reinstatement.

9) Can the Secretary of State’s Office investigate businesses?
Pursuant to statute, the Secretary of State’s Office is a ministerial office. This means that the Secretary of State’s Office is a filing office that has no authority to investigate complaints against businesses. If you are a consumer with a complaint against a South Carolina business, you should contact the South Carolina Department of Consumer Affairs at (803) 734-4200 or the Better Business Bureau. If you have a complaint against a business that involves potential criminal activity, you should contact local law enforcement.

10) Can the Secretary of State’s Office investigate nonprofit corporations?
The Secretary of State’s Office has the authority to investigate charitable organizations. If a nonprofit is also a charitable organization, the Secretary of State’s Office may look into the matter. If the nonprofit is not a charitable organization, the Secretary of State has no authority to investigate the nonprofit. The South Carolina Attorney General is given the authority to investigate nonprofits under S.C. Code Ann. §33-31-171. For more information on charitable organizations, please visit the Public Charities Division webpage.

11) Does the Secretary of State’s Office regulate Homeowner’s Associations?
Homeowner’s Associations that choose to incorporate as nonprofit corporations file Articles of Incorporation with the Secretary of State’s Office. The Secretary of State’s Office can provide copies of any business filings the Homeowner’s Association may have filed with the office, but does not have any authority to regulate Homeowner's Associations, mediate disputes between members of Homeowner's Associations, or force Homeowner's Associations to take any action. However, the South Carolina Homeowners Association Act passed in 2018 provides that citizens may file complaints against Homeowner's Associations with the South Carolina Department of Consumer Affairs. Homeowners may need the assistance of counsel to resolve any disputes.

12) Can I get a retail license or business license from the Secretary of State's Office?
No.  Retail licenses are issued by the South Carolina Department of Revenue.  Additionally, professional licenses (ex: contractor’s licenses, certified public accountant licenses) are issued by the South Carolina Department of Labor, Licensing and Regulation. Business licenses are issued at the county or city level.  The South Carolina Association of Counties’ Website has contact information for all of the counties in South Carolina. 

13) Does the Secretary of State's Office file DBA (doing business as) names?
The Secretary of State's Office does not register DBA or trade names.

Available Documents and Information

14) What is a Certificate of Existence (also known as a Certificate of Good Standing) and how can I get a copy of one?
A Certificate of Existence is a certificate stating that an entity exists and is in good standing with the Secretary of State’s Office and can be requested through the Business Entities Online Document Request system.

15) Does the Secretary of State’s Office have information on the directors, officers or members of an entity?
Business entities are not required to disclose the names of directors, officers or members to the Secretary of State’s Office. Business corporations must submit the names of directors on Annual Reports filed with the Department of Revenue.

16) Does the Secretary of State’s Office have information on the stockholders of a corporation?
Corporations are not required to submit the names of stockholders to the Secretary of State’s Office. Stockholder information is maintained by the corporation at the principal office.

17) Does the Secretary of State’s Office have bylaws on file for corporations?
Corporations are not required to file their bylaws with the Secretary of State’s Office, but may file them. Bylaws are kept with the corporate records at the corporation’s principal office.

Unique to Nonprofits

18) Is my nonprofit automatically tax exempt when I file articles of incorporation with the Secretary of State’s Office?
No. In order to become a tax-exempt organization you must apply for tax-exempt status with the Internal Revenue Service. Please visit the IRS website.     

19) What is the difference between a public benefit, mutual benefit and religious nonprofit corporation?
A public benefit corporation is formed for the benefit of society. Typically, corporations that apply to receive 501(c)(3) tax-exempt status from the Internal Revenue Service choose to be public benefit corporations. A mutual benefit corporation is one that benefits a specific group of people, most often their membership. Examples of mutual benefit corporations would be homeowner’s associations or social clubs. A religious nonprofit is organized primarily or exclusively for religious purposes.

Common Rejection Reasons for Business Filings and Document Requests

Business filings and requests for documents may be rejected by the Secretary of State’s Office for many reasons.  Common rejection reasons are listed below. 

Common rejection reasons for business filings
  • The name of the business entity is not available for use in South Carolina.
  • An attorney licensed to practice law in South Carolina must sign articles of incorporation for a business corporation.
  • Articles of incorporation for a business corporation must be accompanied by a Cl-1 form.
  • The name, address and signature of the incorporator(s) or the organizer(s) must be included on the articles of incorporation or articles of organization.
  • The name and/or address of the registered agent located in South Carolina must be included on the form.
  • For applications by a foreign entity for a certificate of authority to transact business in South Carolina, a dated certificate of existence (not more than 30 days old) from the Secretary of State of the applying entity's domestic state must accompany the application.
  • For applications by a foreign entity for an amended certificate of authority to transact business in South Carolina, a certified copy of the amendment must accompany the application.
  • For applications by a foreign entity for a certificate of authority to transact business in South Carolina, the foreign entity must file a fictitious name form if its legal name is not available in South Carolina.
  • For applications for reinstatement of a business dissolved by administrative action, a letter from tax compliance for the S.C. Department of Revenue must accompany the application for reinstatement.
  • For articles of dissolution of a nonprofit corporation, assets must be distributed to another nonprofit corporation upon dissolution.
  • Incorporators and organizers of business entities cannot be added or removed.
  • The name of the individual signing the document must be printed or typed on the form.
  • The person signing the form must list the capacity/position which they hold that gives them authority to sign on behalf of the business entity.
Common rejection reasons related to document requests
  • The requested documents are not available.
  • There is no record on file related to the entity for which the document was requested.
  • A certificate of good standing was requested for an entity that is not in good standing with the Secretary of State’s Office.
  • A certificate of no record was requested for an entity that is already on file with the Secretary of State’s Office.
Common rejection reasons related to payment of filing fees
  • An amount equal to the filing fee was not submitted.
  • Payment by check or money order was not made payable to the SC Secretary of State.
  • Payment by check was not signed.
In the previous fiscal year, the most common reasons for rejecting business filings were the following:
 
Ranking Rejection Reason
1

The name of the business entity is not available for use in South Carolina.
2

For applications by a foreign entity for a certificate of authority to transact business in South Carolina, a dated certificate of existence (not more than 30 days old) from the Secretary of State of the applying entity's domestic state must accompany the application.
3

Filing fee payable to the Secretary of State was not included.
4

For applications by foreign entity for a certificate of authority to transact business in South Carolina, the foreign entity must file a fictitious name form if its legal name is not available in South Carolina.
5

The person signing the form must list the capacity/position which they hold that gives them authority to sign on behalf of the business entity.