Articles of Organization LLC South Carolina

What Are South Carolina Articles of Organization?

The Articles of Organization in South Carolina, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the company, such as its name, address, and management structure. The Articles of Organization are governed by the South Carolina Code of Laws, specifically under Title 33, Chapter 44.

Are South Carolina Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in South Carolina. According to Section 33-44-202 of the South Carolina Code of Laws, an LLC is legally recognized only upon the filing of this document with the Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in South Carolina Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Section 33-44-105. The name must be distinguishable from other registered entities in South Carolina. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the South Carolina Business Name Search tool.

South Carolina Registered Agent and Registered Office

Every LLC must designate a Registered Agent and a Registered Office in South Carolina, as outlined in Section 33-44-108. The registered agent can be an individual resident or a business entity authorized to do business in the state. The registered office must be a physical address in South Carolina, not a P.O. Box. The agent must consent to their appointment, and more information can be found in the Registered Agent FAQs.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per Section 33-44-301. The document should include the names and addresses of the initial members or managers, depending on the chosen management structure.

Organizer Information

An Organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in South Carolina. The organizer's name and address must be included in the filing. At least one organizer is required, as stated in Section 33-44-203.

Purpose Statement

South Carolina allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated in the Articles of Organization. Special considerations apply to professional services, and relevant forms can be found on the South Carolina Secretary of State's website.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Section 33-44-203. During a delayed effective period, the LLC is not yet recognized as a legal entity.

How to File South Carolina Articles of Organization

Online

The South Carolina Secretary of State offers an online filing system available 24/7. The system can be accessed through the Business Entities Online Filing System. The process involves creating an account, completing the online form, and paying the filing fee via credit card. Processing time is typically immediate, and a convenience fee may apply.

Mail

To file by mail, send the completed Articles of Organization form to:

South Carolina Secretary of State
Attn: Corporate Filings
1205 Pendleton Street, Suite 525
Columbia, SC 29201

Include one original and one copy of the form, along with a check payable to the "South Carolina Secretary of State." Processing time is generally 2-3 business days from receipt. The filer will receive a stamped copy of the Articles of Organization as confirmation.

South Carolina Articles of Organization Filing Fee

The filing fee for the Articles of Organization in South Carolina is $110. For the official fee schedule, visit the South Carolina Secretary of State's fee page. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing South Carolina Articles of Organization?

Upon successful filing, the LLC is legally recognized as a business entity in South Carolina. The filer will receive a Certificate of Organization as evidence. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS, which can be done here. Additionally, the LLC may need to register for state taxes with the South Carolina Department of Revenue. While not required by the state, it is advisable to draft an operating agreement. The LLC must also comply with ongoing obligations, such as filing annual reports, which can be done through the South Carolina Secretary of State's website

Common Mistakes When Filing South Carolina Articles of Organization

1. Name Availability Issues: Failing to ensure the LLC name is distinguishable from existing entities can lead to rejection. Use the Business Name Search tool to verify availability.
2. Missing Required Information: Omitting essential details such as the registered agent's consent or management structure can result in filing delays.
3. Incorrect Fees: Submitting the wrong filing fee amount will cause the application to be returned. Verify the fee on the fee schedule.
4. Invalid Registered Agent: Appointing a registered agent who does not meet state requirements will lead to rejection. Ensure the agent is a resident or authorized entity in South Carolina.
5. Restricted Terms Without Approval: Using restricted words like "bank" without proper approval can cause issues. Obtain necessary permissions from relevant agencies.
6. Unsigned Documents: Ensure all required signatures are present before submission to avoid processing delays.
7. Wrong Forms for Professional Services: Professional LLCs must use specific forms. Check the Secretary of State's website for the correct documents.
8. Delayed Effective Date Errors: Specifying an effective date beyond the 90-day limit will invalidate the filing. Ensure compliance with Section 33-44-203.

Additional Resources

• South Carolina Secretary of State Main Page
• South Carolina Code of Laws
• Online Filing System
• South Carolina Department of Revenue
• Contact: Phone: (803) 734-2158 | Email: Contact Form

This article provides general information about South Carolina LLC formation requirements under the South Carolina Code of Laws. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.