South Carolina Foreign Registration › Filing it yourself

Filing a South Carolina foreign LLC application yourself

The unaided route needs Form F0008 in two copies, 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 a check for $110 payable to the Secretary of State. The sections below cover the gathering, the form, the mail or online route and the five mistakes the state itself says sink filings. To pass the work to us, place an order at $199.

Apply in South Carolina

Gather these first

Gather the company name (or a fictitious name where its own is unavailable), the state or country of organization, the street address of its principal office, its designated office in South Carolina, the name and street address of its initial agent for service of process, whether it has a fixed term, whether it is manager-managed with each initial manager's name and address, and whether members are liable for company debts under a provision like section 33-44-303(c). Add the name and capacity of whoever signs.

Test the name against South Carolina's records

A name that is not available is the single most common reason for rejection. If the name is taken, decide now whether to use a fictitious name: adopt it by resolution and file Form F0022 with the application.

Order the home certificate last

Order an original certificate of existence, or a record of similar import from the home official so it arrives no more than 30 days before you mail the application. The Secretary of State says a certificate that is missing, or older than that, is the second most common reason for rejection.

Fill in the form

Complete each point of Form F0008. Where space is short, attach sheets that refer to the paragraph. State whether the signer is a manager or a member, and sign in that capacity.

Copy and pack

The package holds two copies of the form, the certificate and the check. If you want a filed copy back by mail, add a stamped envelope addressed to yourself.

Mail or file online

Mail the package to Secretary of State, ATTN: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia. The state also takes filings through Business Entities Online at businessfilings.sc.gov.

The five mistakes

The Secretary of State's list of the most common rejection reasons, in rank order: the name is not available for use in South Carolina; the dated certificate of existence, not more than 30 days old, from the home state's Secretary of State is missing; the filing fee payable to the Secretary of State was left out; the legal name was unavailable and no fictitious name form was filed; and the signer did not list the capacity or position that gives authority to sign for the entity. Check each before you seal the envelope.

After you file

Keep the filed copy and the receipt. Authority starts when the application is filed. An LLC that must file income tax returns as a corporation should also plan its annual report and license fee with the Department of Revenue.

What you pay on your own

The state fee is $110. Beyond it come the home state's certificate fee, any charge by your South Carolina agent, $2 if a fictitious name is needed, and postage. Nothing yearly follows to the Secretary of State.

A worked example: a Virginia LLC in Columbia

Two members of a Virginia LLC plan a shop in Columbia. A search shows the name taken, so the members adopt a fictitious name by resolution and pay $2 for the form. They appoint a Columbia resident as agent, order a Virginia certificate the day before mailing, complete F0008 naming Virginia as the state of organization, say the LLC is member-managed, and sign with the capacity stated. A check for $110, two copies and the certificate go to the Secretary of State.

Sample answers for the points on the form

Point	Situation	Sample answer
Name	Name available	Home name as on the certificate
Name	Name taken	Fictitious name, with the resolution attached
Term	Perpetual LLC	No fixed term
Management	Run by members	Member-managed, no managers listed
Member liability	Ordinary LLC	Members are not liable for company debts
Signer	A member signs	State that the signer is a member

The sample answers assume an ordinary LLC; your operating agreement controls the real ones.

If the Secretary of State rejects it

The package comes back with a reason. The five common ones are the name, the certificate, the check, the fictitious name form and the signer's capacity. Fix the named point and file again, enclosing the fee if it was not returned.

A checklist to print

Name tested. Resolution drafted if the name clashes. Agent picked, street address in hand. Certificate ordered and dated inside 30 days. F0008 complete. Signer's capacity stated. Two copies made. Check for $110 payable to the Secretary of State. Envelope addressed.

Choosing the agent

Under the Act the agent can be an individual resident of South Carolina, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in the state. Ask the person or firm to sign a short agreement before F0008 names them.

The certificate in practice

Ask the Secretary of State or other official who keeps the LLC's records at home for the certificate. It has to be an original, authenticated, and under 30 days old when you file, so order a second if the first may age out.

Check that the filing applies

11 kinds of activity are exempt, while income property held in the state is itself transacting business. Check your own activity against those rules before you pay for a certificate.

What the printed instructions cover

The instructions printed on the form cover the copies, the envelope, who signs and how, the fee and where the package goes. The check is payable to the Secretary of State, and two copies of the form are filed.

Tax after filing

Applying for a certificate submits the company to the jurisdiction of the Department of Revenue and the South Carolina courts to decide its tax liability, without admitting that any tax is owed. An LLC taxed as a corporation also files an annual report and pays the license fee to the Department of Revenue.

When we take over

Filing alone suits one LLC with an available name, an agent in hand and a home state that issues certificates quickly. A name conflict, a hunt for an agent, a slow certificate or several LLCs at once are the cases we take on.