South Carolina Foreign Registration › Cancelling
Cancelling a foreign LLC's authority in South Carolina
A foreign LLC ends its South Carolina authority by filing Form F0054, the Foreign Limited Liability Company Certificate of Cancellation of Authority to Transact Business, for $10. A corporation surrenders its authority on Form F0031 for $10. We prepare either one for $199.
The cancellation at a glance
- Form
- Form F0054
- Title
- Foreign Limited Liability Company Certificate of Cancellation of Authority to Transact Business
- Law
- S.C. Code 33-44-1007
- Fee
- $10
- Copies filed
- Two
- Signed by
- A manager if manager-managed, stating the capacity
- Filed with
- South Carolina Secretary of State
- Survives
- The Secretary of State's authority to accept service
What the certificate says
The certificate 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.
What cancellation does not end
Cancelling does not end the authority of the Secretary of State to accept service of process on the LLC for claims arising from business done while it was authorized.
How to file it
Send the original and a duplicate original or conformed copy, adding a stamped, self-addressed envelope to get the filed copy by mail. Where managers run the LLC, a manager signs, and the capacity is noted beside the name. The fee is $10.
Corporations
A foreign corporation cannot withdraw until it has a certificate of withdrawal. Its application, on Form F0031, states 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. The fee is $10.
Before you cancel
Close the Department of Revenue accounts, file any final returns, and settle with the agent for service. The Secretary of State can revoke an authority for unpaid fees and taxes; a company that cancels first avoids that route.
After you cancel
A cancelled LLC has no further annual filing with the Secretary of State, since an LLC has none while authorized either. An LLC taxed as a corporation closes its Department of Revenue account separately.
Sequence for winding up
First settle any Department of Revenue balance and file the final returns. Second, draft the certificate. Third, sign it, copy it and file two copies with $10.
What each filing costs
| Entity | Exit filing | Fee |
|---|---|---|
| LLC | Form F0054 | $10 |
| Business corporation | Form F0031 | $10 |
| Nonprofit corporation | Application for certificate of withdrawal | $10 |
| Registered agent resigning, corporation | Statement of resignation | $3 |
A certificate or a copy of a filed cancellation can be had for $1 for the first page and $0.50 for each further page.
Examples
A Georgia LLC that has shut its Rock Hill office files F0054 after its Department of Revenue accounts are closed. A Delaware corporation that sold its South Carolina business applies to surrender its authority, saying it is no longer transacting business and giving a mailing address for process. A Wyoming LLC that never opened a South Carolina office but owns a rental property should confirm it has sold the property before cancelling.
Records to keep
Hold the filed cancellation, the final returns and the forwarding address. The company can still be reached through the Secretary of State by claims from its period of authority, so someone has to read mail sent to that address.
If a revocation notice comes first
A revocation notice is sent ahead of the effective date, giving 60 days, and the company can cure the failure before then. A company that is finished can cancel instead of waiting for that notice, for $10, once its Department of Revenue accounts are closed.
If the agent resigned before you cancel
If your agent resigned and no replacement was named, the Secretary of State has been the LLC's agent since the thirty-first day after the resignation was filed. Cancelling does not undo that period, and papers for earlier claims still arrive through the Secretary of State.
Cancelling a South Carolina foreign LLC
Close the tax accounts
Finish returns with the Department of Revenue.
Draft the certificate
Name, date qualified, statement that business has stopped, forwarding address.
Sign
Manager or member, with the capacity stated.
File two copies
Send them with $10.
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.
Cancellation questions
What does cancelling cost?
$10 for an LLC and $10 for a corporation.
Can the Secretary of State still accept service after cancellation?
Yes, for claims from the period of authority.
Do I file one copy or two?
Two, the original and a duplicate original or conformed copy.
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 F0054, foreign LLC certificate of cancellation of authority
- Form F0031, application for surrender of authority to do business (foreign corporation)
- S.C. Code Title 33, Chapter 15, foreign corporations
- S.C. Code Title 12, Chapter 20, corporate license fee and annual report
Opening in South Carolina?
Order now and the certificate is timed to the filing day.