South Carolina Foreign Registration › Form F0008
South Carolina Form F0008, point by point
Form F0008 is South Carolina's Application for a Certificate of Authority by a Foreign Limited Liability Company, and it costs $110. It is filed in two copies 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, and it covers 8 points set by section 33-44-1002 of the LLC Act. Our charge for preparing it is $199.
The form at a glance
- Title
- Application for a Certificate of Authority by a Foreign Limited Liability Company
- Form
- Form F0008
- Law
- S.C. Code 33-44-1002
- Fee
- $110
- Copies filed
- Two
- Attached
- An original certificate of existence, or a record of similar import, no more than 30 days old
- Signed by
- A manager when management is vested in managers, otherwise a member
- Filed with
- South Carolina Secretary of State
What the Act says the application must state
Section 33-44-1002 requires 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). The form follows that sequence, and each point is a place where an application can go wrong.
The name
Give the name exactly as it is on the home certificate, or, where that name is not available in South Carolina, a name that satisfies the Act's rule for foreign companies. The name has to 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. A legal name that is unavailable calls for a fictitious name, adopted by a resolution of the managers (if manager-managed) or the members, with a copy delivered to the Secretary of State on Form F0022. The Secretary of State ranks "name not available" first among rejection reasons, and a missing fictitious name form fourth.
State of organization and offices
Name the state or country whose law organized the LLC, then the street address of its principal office. Then give the designated office in South Carolina, which the Act says need not be a place of business.
The initial agent for service
The initial agent for service of process in South Carolina is named with a street address. Under the Act the agent may 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. For the agent's role, and for the case where no agent can be located, see the agent page.
Term, management and member liability
The last three points are the LLC's duration (a fixed term or not), whether it is manager-managed with the name and address of each initial manager, and whether its members are liable for its debts under a provision like section 33-44-303(c). Answer from the operating agreement of the home-state LLC.
The certificate
Section 33-44-1002(b) requires 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. Form F0008's filing instructions say the same, and the Secretary of State's own list of rejection reasons puts a missing or stale certificate second.
Instructions printed on the form
The form's instructions provide 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. Extra sheets can be attached if a space is too small, with a reference to the paragraph they continue.
Where it goes
Paper filings are addressed to Secretary of State, ATTN: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia. The application can also be filed through Business Entities Online at businessfilings.sc.gov.
What the filing commits you to
Applying places the LLC under the Department of Revenue's jurisdiction and the South Carolina courts for deciding its tax liability, withholding and estimated taxes included. The Act is explicit that applying is not an admission of liability.
What comes back
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. A certificate of authority does not authorize business that an LLC formed in South Carolina could not carry on.
Filing F0008 through us
You answer our questions about the LLC, the agent and the signer. From that we write the form, check it against the five rejection reasons, time the certificate for the right date and file two copies with your fee. Our charge is $199; the state's is $110.
Filing Form F0008 through us
Send the details
Name, home state, offices, agent, term, management and member liability.
Check the draft
Confirm each of the eight points against your operating agreement.
Sign with your capacity
A manager when management is vested in managers, otherwise a member, stating which.
We time the certificate
Dated so that, on the filing day, it is under the 30-day limit.
We file
Two copies and a check for $110 to the Secretary of State.
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.
F0008 questions
How many items does F0008 have?
8 points under the statute, plus the signature.
Does a notary have to sign?
The instructions ask the manager or member to sign and state the capacity.
Can the principal office be outside South Carolina?
Yes. The designated office and the agent must be in the state.
What if the name is taken?
Adopt a fictitious name by resolution and file Form F0022.
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
- Form F0022, adopting a fictitious name
- Form F0054, foreign LLC certificate of cancellation of authority
- S.C. Code Title 33, Chapter 15, foreign corporations
Opening in South Carolina?
Order now and the certificate is timed to the filing day.