How to Start an L.L.C. in South Carolina?

Vaibhav Rathi

30 Mar, 2024

Before starting a business, one must decide which business entity is best. An L.L.C. is a business-friendly and popular choice in South Carolina. L.L.C. is a typical business structure in the United States, accounting for over a third of all businesses nationwide. A significant benefit of running an L.L.C. is that it provides limited liability to business owners by shielding them from legal and financial responsibility and many business debts. The owners of an L.L.C. are known as “members”. You can form an L.L.C. in South Carolina through the South Carolina Secretary of State. To start operating an L.L.C., you must register with the Secretary of State and pay L.L.C. formation fees.

Steps to Start an L.L.C. in South Carolina

Name your South Carolina L.L.C.

Before you register your L.L.C., you need to choose a name to include in the articles of organization. The name of the L.L.C. must comply with the naming requirements, which are as follows:-

1. The name of the L.L.C. must include words such as Limited Liability Company, L.L.C. or L.L.C.
2. The name of the L.L.C. must be unique and not the same as an existing business in the State. A search can be conducted on the Secretary of State’s website to determine whether a business name is in use.
3. The name of the L.L.C. cannot use words used by government agencies such as the State Department, C.I.A., F.B.I., Treasury, etc.
4. A few restricted words, such as bank, attorney, lawyer, credit union, etc., may require more documentation and license paperwork.

Additional considerations:–

• URL availability: Even if you think you’ll not need a webpage, at least reserve an option to have one in the future by buying a domain name. Ensuring the URL is available before you register your L.L.C. name is good.
• Reserve your name: If you are concerned that someone else might take your name, you can reserve the name for up to 120 days by paying a small fee.

Choose a registered agent

Appointment of a registered agent is mandatory for an L.L.C. A registered agent can be either a person or an entity authorized to accept service of processes and other official legal documents and notices on behalf of your L.L.C. The registered agent offers a registered agent service and can be a person or an entity. A registered agent has to qualify for the following criteria:-

1. It must provide registered agent services.
2. It must have an address in South Carolina.
3. It must be on-site and available to accept documents during regular business hours.

Prepare and file Articles of Organization

Articles of Organization are the document that establishes an L.L.C. formally by laying out basic information about it. One has to prepare the articles of organization and file them with the South Carolina Secretary of State to register South Carolina L.L.C. properly. It includes filing a simple online form and submitting it. It can also be sent by mail. Usually, the following information is provided to prepare the certification of formation:-

1. Name of the L.L.C.
2. Address of the L.L.C.’s principal place of business
3. Purpose of the L.L.C.
4. The effective date of the L.L.C.
5. Expected duration of the L.L.C.
6. When will the articles become effective?
7. Name and address of the registered agent of L.L.C.
8. Name and address of the managers if the L.L.C. is manager-managed or the name and address of the members if it is member-managed.
9. The name, address, and signatures of the organizers

Receive a certificate from the State

On filing the certificate of formation, the secretary of State reviews the filing, and if the approval is granted, the L.L.C. becomes a legal business entity. The State issues a certificate confirming the L.L.C. formally comes into existence after the L.L.C.’s formation documents are filed and approved. This certificate allows the L.L.C. to obtain an Employer Identification Number (E.I.N.), obtain business licenses and open a business bank account.

Create an Operating Agreement

It is a document outlining the way an L.L.C. conducts business. It is not mandatory to have an operating agreement. Still, it is highly advisable as it is helpful for various reasons, such as settling disputes arising over financial agreements and other potential litigation. Without an operating agreement, the courts make determinations based on state law, which might not necessarily be in the L.L.C.’s and its members’ best interest. The operating agreement includes the following:-

1. Name and principal address of the L.L.C.
2. Duration of the L.L.C.
3. Information about the Certificate of Organization
4. Name and address of the registered agent
5. Purpose of the Business
6. Process in which profits and losses will be divided
7. Members and their contributions
8. Procedure for incoming and outgoing members
9. Indemnification and liability clauses
10. Management of the L.L.C.
11. Steps to be taken when a member wants to sell his or her interest, dies, or becomes disabled. It includes buy-sell or buyout provisions.

Get an Employer Identification Number (E.I.N.)

E.I.N. is a nine-digit number assigned by the Internal Revenue Service to identify L.L.C.s for tax purposes. An E.I.N. can be obtained either by mail or online through the I.R.S. E.I.N. serves the following purpose:-

1. Open a business bank account
2. To hire employees
3. To file and manage taxes at the State as well as the federal level.

Steps to be taken after the formation of the L.L.C.

Registration of an L.L.C. gives a legal foundation to conduct business. All South Carolina L.L.C.s must file an annual report to keep the L.L.C. compliant and active on the State’s website. This is done online, and the annual report should be filed by the end of the calendar in the quarter of the anniversary month of the L.L.C.’s formation. Quarterly tax payments must be made, and a registered agent must be appointed for the business.

A registered L.L.C. must also do the following:-

1. Obtain permits or licenses essential to operate your business. The permits include health department permits, zoning permits, home occupation permits, professional licenses, etc.
2. Register the business with the State’s tax agency.
3. Open a business bank account.
4. Apply for a business credit card.
5. Purchase insurance for the L.L.C.
6. Protect the name and logo along with the trademark.

Conclusion 

In this blog, we have seen the requirements to start an LLC in South Carolina. From choosing a name for the LLC to obtaining an employer identification number, all are simple steps that must be followed to ensure that your LLC in South Carolina is legally compliant.  

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