A foreign qualification application must include a completed Form SC-923 Application for Foreign Qualification and Certification. This form must accompany the foreign qualification application and must be filed with the Secretary of State within 30 days of the date of the application.
The following documents must be included with the foreign qualification application:
• An original copy of the applicant’s passport;
• A certified translation of the applicant s birth certificate, marriage license, divorce decree, death certificate, or similar document;
• Proof that the applicant is authorized to conduct business in the state where the business entity is formed;
• Evidence of compliance with all applicable laws, regulations, and rules governing the formation and operation of the business entity; and
• Any additional documentation necessary to establish proof of compliance with the above items.
Table of Contents
How to Fill Out the Articles of Incorporation
A certificate of authority allows companies operating in South Carolina to do business legally. Companies must obtain a certificate if they want to conduct operations within the state.
When do I require an authority certificate?
A certificate of authority is required when opening an office or physical location outside of California. You must obtain one regardless of whether you are hiring employees in other states. If you start working under a contract or a job, you must apply for a CA within 30 days.
How can I obtain a certificate of authority in South Carolina?
To obtain your South Carolina Certificate of Authority, you must file a Form SCA with the Secretary of State’s Office. You must provide proof that you are authorized to act on behalf of a foreign corporation in South Carolin. This includes having a representative sign a power of attorney form. Once your application is complete, it must be filed with the Secretary of State. If you are filing online, you must pay $25 to cover the cost of processing.
Your filing must include documents that show you are authorized to act for a foreign corporation in South Caroline. These documents include a copy of your Articles of Incorporation, a Power of Attorney signed by your registered agent, and a certified copy of your corporate seal. You must also submit a list of directors, officers, and shareholders.
If you are filing electronically, you must pay $50 to cover the cost of filing.
For Foreign Corporations:
A foreign corporation must obtain a Certificate of Authority to do business in South Carolina before it does any business in the state, according to the Secretary of State’s Office.
The application process includes filling out a form and paying $100.00 filing fee.
Certificates of Good Standing are issued by the Secretary of State’s office for foreign corporations. They are required to maintain records of corporate activity within the state.
Foreign corporations must file annual reports with the Secretary of State’s offices.
For Foreign Limited Liability Companies:
A foreign limited liability company (LLC) must file an application for authorization to transact business in South Dakota. This filing must include a statement indicating whether the entity intends to issue shares of capital stock; if so, it must provide a copy of its articles of organization or a certified copy of its operating agreement. If the LLC intends to issue shares of stock, it must obtain a certificate of authority to do so.
For Foreign Nonprofit Corporations:
Foreign nonprofits are required to register with the Secretary of State’s office if they want to do business in South Carolina. To qualify, the organization must meet certain requirements and pay fees.
A corporation must file a certificate if it wants to conduct business in South Carolina. The document indicates whether the corporation is authorized to do business in the state.
There is an additional fee for every year the corporation conducts business here. It costs $50 per year plus the fee charged by South Carolina.
For Foreign Professional Corporations:
Foreign professional corporations are exempt from filing an annual report and paying any fees. This includes lawyers, accountants, architects, engineers and doctors. They must still register their address with the Secretary of State.
A certificate of good standing is also not required. However, it is recommended that the corporate officers sign the registration form. If you don’t know how to do that, contact the Secretary of State’s office.
The filing fee is $100.00 annually.
For Foreign Limited Partnerships:
A foreign partnership will be treated like an LLC if it does not file a Certificate of Good Standing within thirty days after filing its articles of organization. If a foreign partnership files an incomplete Certificate of Good Standing, the foreign partner will be treated under the laws of South Carolina as a domestic limited liability company.
Foreign Limited Liability Partnerships:
Foreign limited liability partnerships (LLPs) are treated like corporations for purposes of filing documents with the Secretary of State. If you want to form an LLP in South Carolina, you must appoint one person as an agent for service of process. You must file a certificate of authority with the Secretary of State showing that your agent accepts service of process. This applies even if your principal place of business or principal office is within South Carolina.
Suppose your principal place of business is outside of South Carolina. In that case, you must file a certificate of organization with the Secretary of State to show that it is authorized to do business in South Carolina. Your LLC must file a certificate stating that it has been organized under Chapter 355 of Title 30.
A foreign LLC must file a certificate if its principal place of operation or registered office is outside South Carolina.
A foreign corporation must file a certificate if it has a principal place of business or a registered office outside South Carolina.
What assistance do I require from my home state?
If you want to incorporate an LLC or corporation in South Carolina, you’ll need to choose one of three options. Each option requires different paperwork and filing fees.
Option #1 – Incorporate in another state and register it here
This is the most common way to incorporate a business in South Carolina. You’d start by registering an existing business entity in another state like Delaware or Nevada. Then, once you’ve registered your business in another state, you’d come back to South Carolina and form an LLC or corporation. This method is often used by businesses that are already operating in another state.
Option #2 – Form an LLC or corporation in another state
You could also form an LLC or corporation in a state where there isn’t a lot of competition. For example, you might find better rates for incorporation in New York than in California. If you decide to form an LLC or corporation outside of South Carolina, you’ll still need to register it here.
Option #3 – File documents directly with the Secretary of State
The third option allows you to skip the registration process altogether. Instead, you simply submit your articles of organization with the Secretary of State. You won’t have to pay any additional fees. However, you won’t be able to use the “LLC” or “Corp.” designation until you receive a Certificate of Authority (CA).
What is a registered agent?
A registered agent is a person whose signature appears on legal documents filed with the government. This person represents the interests of the corporation in court proceedings. The founders usually select themselves as the initial directors when a corporation is formed. These individuals are known as the original board of directors. In most states, however, corporations must appoint someone else to act as their agent. This person is called a registered agent because he or she registers with the secretary of state and signs important corporate documents.
The registered agent is responsible for accepting legal documents such as contracts, leases, mortgages, deeds, and licenses, serving process, filing tax returns; paying taxes, and managing the corporation’s finances. He or she also helps the corporation maintain good relationships with local authorities.
Frequently Asked Questions
When Companies Need a Certificate of Authority
Many companies require certificates of authority for a variety of reasons. Some examples include:
Recruiting employees that live within a particular state.
As a pre-requisite to opening a physical facility or offices within the foreign state. This includes things like leasing space, hiring local contractors, etc.
As a prerequisite to entering into contracts or jobs in another state.
As a requirement when dealing with financial institutions or vendors.
As a requirement for obtaining licenses or permits.
How much does it cost to form an LLC in South Carolina?
The Cost To Form An LLC In SC Is $100.00
South Carolina requires that any company formed under its laws have at least two members who are residents of the state. If you want to incorporate in South Carolina, you need to file Articles Of Organization (AO) with the Secretary of State’s office. You’ll pay a filing fee of $100.00.
If you’re looking to set up shop in South Carolina, you may want to consider forming an S Corporation instead of an LLC. There are no annual fees associated with setting up an S Corporation. However, if you decide to sell stock in your corporation, you’ll have to pay a tax on the profits.
In order to start an LLC in South Carolina, you’ll first need to register your business name with the Secretary of State. Once you’ve registered your name, you’ll then need to file articles of organization with the Secretary of State and pay a filing fee of about $100.00. After you’ve filed your AO, you’ll need to get a DBA number from the Secretary of State.
WHO issues a certificate of authority in South Carolina?
The following individuals may issue certificates of authority (COA) pursuant to S.C. Code Ann. § 40-53-10(B)(1):
• A person who holds a valid license issued under Chapter 10 of Title 40;
• An individual who is licensed under Article 2 of Chapter 11 of Title 40;
• A corporation or association that is authorized to do business in South Carolina.
For additional information about COAs, please visit our website at www.scdhec.gov/licensing/coa.htm.
How do I get articles of organization for my LLC?
1. You need to file Articles of Organization (AO) with the Secretary of State’s office. There are two types of AOs: One is called a Domestic Limited Liability Company (LLC), and the second is called a Foreign LLC. Both have different requirements.
2. If you want to incorporate in Delaware, you need to use a domestic LLC. In order to become a domestic LLC, you need to pay $150 per year. To start a foreign LLC, you only need to pay $100 per year.
3. Once you have filed your Articles of Organization, you then need to register your company name with the Secretary of State’s Office.
4. Your business name should not be longer than 15 characters.
5. You may choose any name you want, but if you want to protect yourself legally, make sure your name does not sound similar to someone else who already owns a trademarked name.
6. When filing your Articles of Organization, make sure you put down the correct information. Make sure you provide your full legal address, including city, state, zip code, and country. Also, make sure you list your contact information.
7. After you file your Articles of Organization, they will send you a certificate stating that you are now incorporated.
8. Now that you have registered your company name, you can begin using it.
9. If you plan on opening a bank account for your company, you will need to open a checking account first. Then, once your company is fully set up, you can apply for a line of credit.
10. If you are planning on doing some online shopping, you will need to create an e-commerce website.
11. If you are going to hire employees, you will need to fill out W-4 forms. These are tax forms that allow employers to withhold taxes from their employee’s wages.
12. If you are hiring contractors, you will need to complete 1099 forms. These are forms that show how much money was paid to each contractor.
13. If you are planning to sell products, you will need to obtain a seller’s permit.
14. If you are planning a crowdfunding campaign, you will need to go through a third party service provider.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.