The South Carolina foreign LLC registration guide

South Carolina's Uniform LLC Act treats as foreign any unincorporated entity organized under other law that gives its owners limited liability comparable to South Carolina's. A Georgia LLC, a Delaware LLC and a Wyoming LLC are all foreign here, whoever their members are. As the Act puts it, the law of the state or country where a foreign LLC is organized governs its organization, its internal affairs and the liability of its managers, members and their transferees, and South Carolina may not refuse a certificate of authority because that law differs from its own.

The name must be distinguishable on the Secretary of State records from every corporation, limited partnership and company on file, every reserved or registered name, and the fictitious name of another foreign LLC. If it is not, the LLC may use a fictitious name in South Carolina, but only after its managers or members adopt one by resolution and a copy goes to the Secretary of State. The state's form for that is Form F0022 and it costs $2. A name reservation is available for $25. An unavailable name is the number one reason South Carolina rejects business filings, so check this before anything else.

F0008 must come 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. A certificate missing from the package, or older than 30 days, is the second most common rejection reason the Secretary of State reports. The practical rule is to order it when everything else is signed and ready.

The form's own instructions say that two copies of the form are filed, the original and either a duplicate original or a conformed copy; a self-addressed stamped envelope can be enclosed to receive a filed copy by mail; a manager signs when management is vested in managers and a member when it is reserved to the members, saying in which capacity; and the filing fee, payable to the Secretary of State, goes with the form. The state ranks a missing statement of the signer's capacity fifth among its common rejection reasons.

Unless the application fails the filing requirements as to form, the Secretary of State files it once the fees are paid and sends a receipt for it and for the fees. Applying also commits the LLC to the Department of Revenue's jurisdiction and the South Carolina courts on its tax liability, without admitting that any is owed.

Authority lasts until it is revoked or cancelled. The Secretary of State may revoke it 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, 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.

Form F0054, a certificate of cancellation, costs $10 and gives the name of the foreign LLC as filed in South Carolina; the date it qualified here; that it is no longer transacting business in South Carolina and cancels its authority; and a forwarding address to which the Secretary of State may mail a copy of any process served on the LLC. Cancelling leaves the Secretary of State able to accept service for claims arising while the LLC was authorized. The cancellation page has the rest.

Under the Act the rental property is transacting business, so the Delaware LLC applies before the closing. It orders a Delaware certificate for $50, names a Charleston agent, and files F0008 with the fee. The application plus Delaware's annual tax comes to $510, with the certificate on top, and nothing yearly follows to the Secretary of State.

If a space on the form is too small, attach extra sheets that refer to the paragraph they continue. A stamped envelope addressed to yourself brings the filed copy back by mail. A certificate of authority does not allow an LLC to do anything a South Carolina LLC could not carry on.

You supply the exact name, the home state or country, the principal office's street address, the South Carolina designated office address, the agent's name and street address, the LLC's term, its management (with any managers' names and addresses), how member liability is handled, the signer's name and capacity, and the home certificate.

The Secretary of State takes the application through Business Entities Online at businessfilings.sc.gov and by mail to Secretary of State, ATTN: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia.