South Carolina Foreign Registration › Without authority
What an unauthorized foreign LLC faces in South Carolina
Section 33-44-1008 bars an unauthorized foreign LLC that transacts business in South Carolina from bringing an action or proceeding here until it holds a certificate, which costs $110. The section also protects the LLC in several ways and gives the Attorney General a separate power to ask a court to stop the business.
The four subsections of section 33-44-1008, and the Attorney General
| Subject | Position of an unauthorized LLC | Statute |
|---|---|---|
| Bringing an action or proceeding | Barred until it has a certificate | S.C. Code 33-44-1008(a) |
| Contracts and acts | Remain valid | S.C. Code 33-44-1008(b) |
| Defending an action | Not prevented | S.C. Code 33-44-1008(b) |
| Managers, members and their transferees | Liability limits not waived on this ground alone | S.C. Code 33-44-1008(c) |
| Service of process | The Secretary of State becomes the agent for claims from the business | S.C. Code 33-44-1008(d) |
| Restraining the business | The Attorney General may maintain an action | S.C. Code 33-44-1009 |
The same four answers hold whatever the size of the LLC.
A dispute in practice
A North Carolina LLC has leased a Greenville workshop for two years without applying. A client refuses to pay. The LLC cannot bring a collection suit in a South Carolina court until it has authority. If the client sues first, the LLC can defend, and its contract with the client remains valid. Authority, once granted, opens the courts to the LLC for new actions.
How to cure it
File the ordinary application: Form F0008 in two copies, 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 $110. There is no separate form for a late applicant, and the five rejection reasons apply to a late filing as much as to a timely one.
Corporations face a money penalty
For a corporation the statute reads differently: 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 charge accrues daily at $10 and stops at $1,000 for the year, so a corporation that qualifies after a full year of operating without a certificate has spent up to $1,135 including the qualifying fees.
Why firms apply before the first sale
A client who stops paying, or a contract that gets broken, shows what the court bar costs. For $110, authority reopens the courts to the LLC as plaintiff.
What is not decided here
When an LLC first transacted business in South Carolina is a legal question that depends on its facts. A South Carolina business lawyer can answer it; the filing itself is the same, and our charge is $199.
Losing authority later: revocation
| Step | What happens |
|---|---|
| A ground exists | For example: 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 |
| Notice | Sent to the agent for service, or to the designated office when no proper agent exists, no fewer than 60 days ahead of the effective date |
| Cure window | The LLC can fix the failure before the date |
| Effective date | Authority to transact business ceases unless cured |
A corporation gets 60 days to correct each ground, can be revoked on notice from the Department of Revenue, and can apply for reinstatement at any time with a tax-paid certificate.
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.
Penalty questions
Does South Carolina fine an unauthorized foreign LLC?
The Act bars it from suing until it has a certificate, and the Attorney General can seek to restrain the business.
Do members become personally liable?
Not simply because the LLC acted without a certificate.
Can the LLC defend a lawsuit?
Yes.
What fixes it?
An application on Form F0008 for $110.
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
Opening in South Carolina?
Order now and the certificate is timed to the filing day.