There are many reasons why people choose to start a corporation in South Carolina. The state has various business incentive programs such as investment tax credit, job tax credits, sales tax exemptions, and research and development tax credit.
The following step-by-step guide will show you how to start a corporation in South Carolina.
1. Select a name for your corporation
The process of starting a South Carolina corporation all starts with the initial step of deciding on a business name. Your South Carolina business name must comply with state naming requirements.
General corporate name guidelines
Some of South Carolina’s primary naming requirements include:
- The South Carolina corporation name should not include words that may mislead the public into believing that your corporation is affiliated with a government agency or is a government agency. Therefore avoid the use of words such as FBI, State Department, Treasury, etc
- Your South Carolina corporation name must be significantly different from existing businesses in the state. South Carolina is reserved names also apply
- Your South Carolina corporation name must contain the word limited, Inc., company, corporation, or an abbreviation of any of these words
For additional guidance and direction in deciding on a South Carolina corporation name, refer to the South Carolina state statute.
Once you’ve decided on a business name, you should consider getting a trademark for your South Carolina corporation name. A trademark is simply a symbol, name, or word that identifies or distinguishes a business, goods, or services.
Additionally, it protects your business name from intellectual property theft and misuse and ensures that your customers are always aware of who they are conducting business with. When it comes to registering a trademark, there are two options.
The first option is to register a trademark with the Secretary of State’s office. However, this is only for the state of South Carolina. Therefore, your name is only protected statewide. To register a trademark with the state of South Carolina, complete the Application for Registration of a Trademark or Service Mark Form.
The next option is to register a federal trademark with the United States Patent and Trademark Office, which gives your business name nationwide protection.
Your South Carolina corporation’s entity name is simply its legal business name. This is the name that will be registered with the federal and state agencies. It’s also the name that must be stated or used on all formation documents and correspondence with the federal government or the state of Carolina.
DBA (Doing-business-as) name
A DBA is short for (doing business as) name. It’s also referred to as a fictitious or trade name. While the state of South Carolina doesn’t require a corporation to register a secondary business name, obtaining one could be advantageous for your business. This is especially if you intend on doing business under any other name aside from your entity name.
Additionally, when you register DBA, you can open up a business bank account under that fictitious name and receive payment to the trade name in business transactions.
Refer to the South Carolina Secretary of State’s website to file the relevant DBA forms for your corporation.
2. Nominate a registered agent
Every corporation in South Carolina needs to appoint a registered agent. The registered agent often goes by the name statutory or resident agent. However, they all have the same primary role. The role of a resident agent is to accept service of process and government correspondence on your corporation’s behalf.
Therefore, the registered agent will need to maintain availability during normal business hours to ensure that you don’t miss out on receiving important legal documentation.
Additionally, the registered agent must be of the legal age and have a physical address in South Carolina where business is transacted.
While lots of business owners choose to nominate themselves as their corporation’s own registered agent. But your day-to-day flexibility will be limited. Therefore, many corporations choose to nominate a member of the corporation to serve as the corporation’s registered agent.
3. Appoint initial directors at the organizational meeting
Your South Carolina corporation will need to hold an organizational meeting where a few of the below formalities will be concluded:
- Creating and improving bylaws
- Determining your corporation’s shares structure
- Selecting initial directors
- Executing incorporate a statement
While you should preferably appoint a board of directors, you need to appoint at least one director who will oversee the South Carolina corporation’s operations until you hold the first shareholder meeting.
This individual will be referred to as a corporate director. They will have the responsibility of adopting, amending, and repealing operational bylaws and electing, supervising, and removing corporate officers.
4. File Articles of Incorporation
Your South Carolina corporation is not legally formed until you file the Articles of Incorporation. The articles is a document that officially creates your corporation in the state of South Carolina. Therefore, it needs to include some pertinent information regarding a corporation, such as:
- Your corporation’s name and address
- The name, address, and signature of your corporation’s registered agent
- The names and addresses of your corporation’s incorporators
- The number of authorized shares your South Carolina corporation is allowed to issue
- Your South Carolina corporation’s effective date
You must also file an Initial Annual Report for Corporations along with the Articles of Incorporation Form.
You may file the articles with the South Carolina Business Entities Online Portal. Alternatively, download the Articles of Incorporation Form and mail it to the following address:
Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201
5. Create and approve bylaws
Every corporation in South Carolina needs to have corporate bylaws. The bylaws is basically a document outlining the rules and regulations by which your corporation will be governed.
So it’s essentially a Constitution for your South Carolina corporation and clarifies the roles and priorities for members of the corporation. Your bylaws must include some pertinent information such as:
- The rules that will be used to govern the corporation
- The roles and responsibilities of corporate directors and corporate officers
- The process of holding meetings
- The process for conducting voting procedures
- The procedure for electing officers and directors
- How company disputes will be handled and resolved
- How corporate records will be stored and maintained
- How the bylaws will be added and amended in the future
- The date of the annual shareholder meeting and annual meetings
- The process of negotiating company contracts
The bylaws will not be filed with the state of Carolina. However, you need to keep them in a safe place to reference as and when needed. For additional guidance, make use of the following bylaws templates and customize them to suit the requirements of your corporation.
6. Select a share structure
A share of stock represents the unit of ownership of a corporation. Therefore, each share of stock indicates the percentage of ownership of the corporation. So if your corporation issues stock or issues one share to a shareholder, then that individual or shareholder owns 100% of the South Carolina corporation.
Additionally, shares may be structured into classes, with each class known as a share class holding a different set of privileges and rights. Your South Carolina corporation may have multiple classes, and each class may hold any number of shares.
7. Obtain an EIN
Every business entity in the state of South Carolina needs to obtain an EIN, also known as an Employer Identification Number. This federal tax number is issued by the federal government or Internal Revenue Service and is used as a way to identify business entities in the state. Essentially, it’s a Social Security number, not for an individual, but instead for your company.
In order to obtain an EIN, you will need to complete the online application on the IRS website. The application is completely free of charge, and so is obtaining your EIN.
Alternatively, you may download IRS Form SS-4 and mail it to the Internal Revenue Service at the following address:
Internal Revenue Service
Cincinnati, OH 45999
Obtaining your EIN will come in handy when it comes to opening up a business bank account for your corporation, submitting paperwork for tax purposes, and hiring employees.
8. File South Carolina state taxes
Depending on whether you’ve set up your business structure as a C corporation or an S corporation, your South Carolina business may be liable for one or more corporate taxes:
- Corporate income tax: South Carolina corporations are subject to corporate income tax at a flat rate of 5.0%.
- Corporate license tax: Corporate license tax applies to both the traditional corporations and S corporations. Essentially, it’s a franchise tax based on net worth.
- Employer taxes: South Carolina corporations that hire employees need to register for employer taxes through the South Carolina MyDorway website.
- Sales tax: Corporations selling physical products will need to register for a seller’s permit via the South Carolina MyDorway website. The application will result in a certificate allowing your business to collect sales tax on applicable goods.
9. South Carolina business licenses and permits
Depending on the type of business you’re running or the nature of your business activities, you may need one or more licenses and permits to legally operate in the state to:
- Retail license: If you are selling goods or services, then you need to register for a retail license.
- Professional license: Professional corporations offering professional services will need to obtain a professional license in order to legally offer their services in the state.
10. Annual report requirements in South Carolina
Corporations in South Carolina are required to file an annual report as part of their corporate tax return each year. Form SC1120 must be filed by C corporations or C corps, while Form SC1120S must be filed by S corporations. You may file your annual report online, but it must be submitted by no later than the 15th of April each year.
11. Costs of starting a corporation in South Carolina
The filing fees below apply to all South Carolina corporations:
- Name reservation: $25
- DBA name: $10 – $100
- Articles of Incorporation: $135
- Annual report: $15 plus 0.1% of capital
- South Carolina Certificate of Good Standing: $10
Next steps after forming a corporation
Once you’ve formed your South Carolina corporation, there are a few additional steps you’ll need to take to protect your business and personal assets:
Protect your business and personal assets
One of the best ways to attain personal liability protection is to separate your personal and business finances. The best way to do this is to open up a separate bank account for your South Carolina corporation. Another benefit of opening up a business bank account is that it will simplify the business’s tax filing and accounting processes. To apply for a business bank account, you’ll need to submit your Employer Identification Number along with your South Carolina corporation’s formation documents.
A limited liability company, also known as an LLC, is separate from its owners or members. Additionally, members are not personally liable or responsible for the debts and liabilities of the business. A sole proprietorship, on the other hand, is an unincorporated business that is owned and operated by one individual.
A nonprofit corporation is a legal entity. It is incorporated under the law of its jurisdiction and formed for purposes other than earning money for its owners, members or shareholders.
C corporations or C corps are the only types of business entities liable for double taxation. Other businesses have different ways of paying taxes that do not involve a second tax payment form. For example, business structures that elect to form S corporations will not be liable for double taxation.
A Certificate of Incorporation is more or less legal proof of your corporation’s identity. Therefore, obtaining the certificate ensures that you receive all the benefits offered by the legal structure of your company, including perpetual existence, tax benefits, etc.
The easiest business structure to form is a sole proprietorship. This is because they have the least amount of government regulation. Alternatively, partnerships are relatively easy to form, and the ideal option if you intend on having more than one owner.