South Carolina Foreign Registration › Corporations
Form F0002: how a foreign corporation gets South Carolina authority
A foreign corporation applies for South Carolina authority on Form F0002, Application by a Foreign Corporation for a Certificate of Authority to Transact Business. The filing costs $110, and the initial annual report and the minimum license fee of $25 go in with it. We prepare it for $199.
The filing at a glance
- Title
- Application by a Foreign Corporation for a Certificate of Authority to Transact Business
- Form
- Form F0002
- Law
- S.C. Code 33-15-103
- Fee
- $10 filing fee + $100 tax
- License fee
- At least $25, with the initial annual report
- Attached
- A certificate of existence from the home official
- Annual report
- To the Department of Revenue
- Withdrawal
- Form F0031, $10
What the application states
Section 33-15-103 calls for the corporation name, the state or country of incorporation, its date of incorporation and duration, the street address of its principal office, its proposed registered office and agent in South Carolina, the names and business addresses of its current directors and officers, and the number of shares it may issue, itemized by class and series. Form F0002 says the corporation name must match the name on the home certificate of existence.
The certificate and the first report
The corporation supplies an authenticated certificate of existence from its home official, or a record of equal standing, together with the initial annual report that the tax code requires. The Secretary of State forwards the report to the Department of Revenue.
The cost, in two parts
The Secretary of State collects a $10 filing fee and a $100 tax before filing, so the application costs $110. The license fee is paid on top, at $15 plus $1 per thousand dollars of capital stock and surplus, never below $25.
What a corporation may do without a certificate
For a foreign corporation, these do not amount to transacting business: 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.
Operating without it
The statute says a foreign corporation transacting business without a certificate of authority may not maintain a proceeding in a South Carolina court until it obtains one, and the bar extends to its successor and to an assignee of the cause of action; a court may stay a case while it decides whether a certificate is needed; the corporation owes a daily civil penalty, capped for each year, which the Attorney General collects; and its corporate acts stay valid and it may defend a proceeding. The penalty accrues at $10 a day and stops at $1,000 for the year.
Revocation and reinstatement
The Secretary of State starts a revocation proceeding for an annual report not delivered to the Department of Revenue when due; unpaid franchise or other taxes or penalties; no registered agent or office in the state; no notice to the Secretary of State of a change or resignation of the agent or office; a document signed knowing it was materially false; and a home-state certificate of dissolution or merger, and the corporation has 60 days from the notice to correct the problem. A revoked corporation may apply for reinstatement at any time, with a Department of Revenue certificate that all taxes, penalties and interest are paid, and reinstatement relates back to the revocation date. It may appeal a revocation to the Richland County Circuit Court within 30 days.
Withdrawing
A corporation withdraws on Form F0031, the application for surrender of authority, for $10. It sets out the corporation's name and home state; that it is no longer transacting business and surrenders its authority; that it revokes its registered agent's authority to accept service and appoints the Secretary of State as its agent for claims from the period of authority; a mailing address for process; and a promise to report future changes of that address.
How the other entities differ
| Entity | Fee | Notes |
|---|---|---|
| Business corporation | $110 | Annual report and license fee to the Department of Revenue |
| Nonprofit corporation | $10 | Filed under the nonprofit act |
| Limited partnership | $10 | $10 for any document filed under its chapter |
| Limited liability partnership | $100 | Registered status is renewed yearly |
Partnerships are best raised with us before you order.
Getting a certificate of authority for a foreign corporation
Request the certificate of existence
It must carry the corporation name exactly as filed at home.
Pick the registered agent
A South Carolina office and agent at the same street address.
Prepare the initial report
The Department of Revenue form that goes with the application.
Complete F0002 and sign
State the signer's capacity.
File with the fee
Pay $110 and the license fee.
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.
Corporation questions
What does qualifying cost a foreign corporation?
$110 plus a license fee of at least $25.
Does the corporation file an annual report with the Secretary of State?
No. Its annual report goes to the Department of Revenue.
Is there a daily penalty for operating without a certificate?
Yes: $10 daily, capped at $1,000 each year.
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
- S.C. Code Title 12, Chapter 20, corporate license fee and annual report
- Form F0031, application for surrender of authority to do business (foreign corporation)
- S.C. Code Title 33, Chapter 42, limited partnerships
- S.C. Code Title 33, Chapter 41, partnerships and limited liability partnerships
Opening in South Carolina?
Order now and the certificate is timed to the filing day.