Find out how to qualify your LLC to conduct business in South Carolina.
If you own a company that was founded in a state other than South Carolina, you must qualify or register it in South Carolina in order to conduct business there. The requirements for qualifying your international (non-South Carolina) limited liability corporation (LLC) to conduct business in South Carolina are summarized below.
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What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in South Carolina. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in South Carolina
According to South Carolina’s LLC Act, if you are “transacting business” in South Carolina, you must register your foreign company with the state. What exactly does this mean? Like other states, South Carolina’s LLC Act does not define the term “transacting business” in respect to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
South Carolina’s LLC Act, like other states’, outlines some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 33-44-1003 of the South Carolina Code for a complete legal definition of each of the listed things. If your LLC’s only operation in South Carolina is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit an Application for a Certificate of Authority with the South Carolina Secretary of State to register your company in South Carolina (SOS). The application form may be downloaded on the SOS website. (The form’s full title is Application for a Certificate of Authority by a Foreign Limited Liability Company to Transact Business in South Carolina, which is quite a mouthful.)
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a South Carolina registration application, you must provide:
the name of your LLC as it was registered in the state where it was formed (the name must conform with South Carolina’s LLC naming laws and must not be in use by another South Carolina registered firm)
the state in which your LLC was formed the street address of your LLC’s major office the street address of your LLC’s current South Carolina designated office
the registered agent’s street address in South Carolina the name of your LLC’s registered agent in South Carolina
the lifespan of your LLC, if not perpetual, an indication of whether your LLC is member-managed or manager-managed, and the names and addresses of all managers if your LLC is manager-managed
an indication of whether one or more LLC members are accountable for the company’s debts or obligations (for example, due to a clause in the LLC’s articles of formation or the member’s written assent), and an approved signature.
With your application, you must attach an authentic certificate of existence. The certificate must be granted by the secretary of state (or a similar authority) in the state in which your LLC is formed. The certificate cannot be older than 30 days.
You must provide two copies of your application, one of which must be original and signed. The cost for filing is $110.
What Happens If You Do Not Sign Up?
If your LLC does business in South Carolina without authorization, it cannot file a lawsuit there. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in South Carolina. Furthermore, a member of the LLC is not accountable for the debts and liabilities of the LLC only because the corporation did business in South Carolina without permission.
South Carolina Foreign Corporation Registration
The regulations and standards for international qualifying in South Carolina are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. For paperwork, information, and filing requirements for registering a foreign company in South Carolina, see the South Carolina Secretary of State’s website.