South Carolina Foreign Registration › Transacting business
Is your foreign LLC transacting business in South Carolina?
The LLC Act, in section 33-44-1003, sets 11 activities apart as not transacting business, then adds the opposite rule: income-producing land or equipment held in the state. Authority costs $110.
The two halves of the rule
The Act first lists what is not transacting business: 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. It then says the opposite for income property in the state: holding real or tangible personal property of that kind, unless the exempt list excludes it, is transacting business.
The part that catches investors
South Carolina counts rental property. An LLC that owns a rental house in Charleston or a rented office building in Greenville, or equipment out on lease in the state, is transacting business even if it never opens an office there.
Owning an interest in another company
Owning, without more, an interest in an LLC organized or doing business in South Carolina is on the exempt list, and a separate section says a foreign corporation need not qualify only because it holds a membership. The operating LLC is the one that applies.
The corporate version
The corporation statute keeps its own list of 13 activities, which is not exhaustive: defending, settling or maintaining a proceeding; meetings of directors or shareholders and other internal affairs; bank accounts; offices or trustees that handle the corporation'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; securing or collecting debts and enforcing security; owning real or personal property without more; one isolated transaction completed within thirty days and not part of repeated transactions of a like nature; interstate commerce; owning and controlling a subsidiary that is incorporated or doing business in the state; and owning, without more, an interest in an LLC organized or doing business in the state. A corporation that merely owns real or personal property is exempt; an LLC that owns income property is not.
Common situations for a foreign LLC
| What the LLC does in South Carolina | Position under the Act |
|---|---|
| Defends a lawsuit | Exempt |
| Holds a members' meeting there | Exempt |
| Keeps a bank account | Exempt |
| Sells through independent contractors | Exempt |
| Accepts orders only at its home office | Exempt |
| Finishes one job in under thirty days | Exempt if isolated |
| Owns a rental property | Transacting business |
| Leases equipment out in the state | Transacting business |
| Opens an office or shop | Not on the exempt list |
The table reads the Act in general terms; the facts of your LLC settle the answer.
Authority and tax are separate
Under the Act, the Act's list of exempt activities does not decide which contacts may subject a foreign LLC to service of process, taxation or regulation under any other South Carolina law. Applying also places the LLC under the Department of Revenue's jurisdiction on tax, with no admission of liability.
When the LLC has already crossed the line
By statute a foreign LLC transacting business in South Carolina without a certificate of authority may not maintain an action or proceeding in the state until it has one; its contracts and acts stay valid and it may defend an action; limits on the personal liability of managers, members and their transferees are not waived solely because it transacted business without a certificate; and by doing so it appoints the Secretary of State as its agent for service of process on claims arising from that business. Authority lifts the court bar from the date it is granted. The Attorney General may also sue to restrain a foreign LLC doing business in violation of the article. When earlier activity became transacting business is a question for a South Carolina lawyer; we prepare the filing for $199.
Scenarios
A Tennessee LLC with no South Carolina office, whose customers order through its website and have orders accepted in Nashville, fits the order-acceptance and interstate commerce items. A Virginia LLC that buys a rental duplex in Myrtle Beach is transacting business by the property rule. A Florida LLC that sends sales representatives into South Carolina every week to take orders it accepts at home sits near the line; the independent contractor item does not cover its own employees. These are general readings.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Scenario questions
Does owning a rental house in South Carolina require authority?
Yes. The Act treats income-producing property as transacting business.
Does selling to South Carolina customers online count?
Orders accepted outside the state and interstate commerce are exempt activities.
Can an LLC without authority bring a suit here?
Only after it obtains a certificate.
Does being a member of a South Carolina LLC require authority?
A bare ownership interest is exempt.
Do staff who work from home in South Carolina trigger authority?
The list does not mention staff.
What you pay
Apply in South Carolina
- Form F0008, drafted from your answers
- Your home certificate, timed to stay inside the thirty-day limit
- A South Carolina agent for service, ours or the one you name
- The filed application, copied back to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $110 South Carolina fee
Apply in South CarolinaFor an LLC, $110 goes to the Secretary of State and is billed apart from our charge; corporations and others are covered on their own pages. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Form F0008, application for a certificate of authority (foreign LLC), with filing instructions
- S.C. Code Title 33, Chapter 44, Uniform Limited Liability Company Act
- South Carolina Secretary of State, FAQs about business entities
- S.C. Code Title 33, Chapter 1, general provisions, fees and taxes
- Form F0002, application by a foreign corporation for a certificate of authority
- S.C. Code Title 33, Chapter 31, nonprofit corporations
- South Carolina Business Entities Online
- S.C. Code Title 33, Chapter 15, foreign corporations
Opening in South Carolina?
Order now and the certificate is timed to the filing day.