South Carolina foreign LLC registration: get the application right the first time

Yes, once it transacts business there. The LLC Act sets 11 kinds of activity apart from that term: defending, settling or maintaining a proceeding; meetings of members or managers and other internal affairs; bank accounts; offices or trustees that handle the company'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 in real or personal property; securing or collecting debts and enforcing security, with holding and maintaining the property acquired that way; one isolated transaction completed within thirty days and not part of a run of similar ones; interstate commerce; and owning, without more, an interest in an LLC organized or doing business in the state. Land or goods held to earn income, where not otherwise exempt, do count. The page on the rules applies both halves to common cases.

F0008 needs 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. A certificate ordered early and then held up by a missing signature or a name conflict will be stale on arrival. We time the order as the rest of the file nears completion.

Once authorized, a foreign LLC has no annual report or annual fee with the Secretary of State. A different rule applies to an LLC that has to file income tax returns as a corporation: it files an annual report with the Department of Revenue and pays the corporate license fee there. See the yearly duties page.

Authority can be revoked 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. By statute 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.

Applying for authority submits the LLC to the jurisdiction of the Department of Revenue and the South Carolina courts to decide its tax liability, including withholding and estimated taxes. That is not an admission that any tax is owed.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.