South Carolina

The chosen name must be distinguishable from any other registered South Carolina business entity and any reserved names on record, subject to certain exceptions under state law or a written consent is obtained from the author of such name. It must not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation. It must contain the word "Corporation," "Company," "Incorporated," "Limited," or an abbreviation thereof. The use of any type of punctuation in the name is not permitted.

The Articles of Incorporation must be filed with the South Carolina Secretary of State and should include details of the incorporators including name, address and signature, number of shares the corporation is authorized to issue itemized by class, the street address of the corporation's initial registered office and the name of its initial registered agent at that office and a certificate, signed by an attorney licensed to practice in the state, that all of the requirements of this section have been complied with.

There should be a minimum of one or more incorporator and director. Any natural person or entity can be an incorporator. The Articles of incorporation or bylaws may prescribe qualifications for directors. Officers must be listed in the bylaws or elected by the board of directors. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer must be responsible of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may simultaneously hold more than one office in the corporation.

The incorporators or board of directors must adopt initial bylaws for the corporation. The bylaws must be kept at the principal office of the corporation and the bylaws need not be filed.

The Annual Report must be filed with the South Carolina Department of Revenue each year by the 15th day of the 3rd month following the end of the corporation's fiscal year, and must be current as of the date of the report's execution. The report must include the corporation's name and its state or country of incorporation; the address of the registered office and the name of the registered agent in the state; the address of its principal office; the names and business addresses of the directors and principal officers; nature of the business; the total number of authorized shares of stock, itemized by class and series, if any, within each class; and the total number of issued and outstanding shares of stock, itemized by class and series, if any, within each class. The Annual Report may be made public by the state.

A financial report including at least a year-end balance sheet, income statement and a statement of changes in shareholders' equity for the year unless this information appears elsewhere in the financial statement must be mailed to its shareholders within 120 days after the close of the fiscal year. The corporation must also report in writing to shareholders of any indemnifications or expenses advanced to a director in connection with a proceeding by or for the benefit of the corporation, with or before notice of the next shareholders' meeting. If the corporation issues or authorizes the issuance of promissory notes or promises to render future services, the corporation must report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before notice of the next shareholders' meeting.

The corporation must have a registered agent in South Carolina designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit. The registered agent must maintain a business office identical to the registered office and must be either an individual residing in the state, or a corporation with authority to transact business in the state and must sign the articles of incorporation indicating his or her acceptance to act as the registered agent.

The State of South Carolina recognizes S corporations and a separate state election from the federal election is not required.

South Carolina Corporations a C or S corporation have to file the South Carolina Corporation Tax Return, Form SC 1120 and SC 1120S annually. The amount of tax is dependent on a number of factors and the minimum tax is $25.

A South Carolina LLC is required to file as either a corporation or a partnership dependent on the election made on the SS-4. Employers are expected to withhold state income tax as South Carolina maintains an individual income tax .The general sales and use tax is 5%.