To dissolve an LLC in South Carolina, you need to get your members to agree, wind up the company’s affairs, settle with creditors, close your tax accounts, and file Articles of Termination with the Secretary of State for a $10 fee. The state filing is quick and cheap. The work surrounding it is where things go wrong, and skipping steps can leave members personally exposed or produce a dissolution that doesn’t actually close the book on the business.
Start With Your Operating Agreement and a Member Vote
Pull your operating agreement first. It may spell out exactly what triggers dissolution and how many members have to consent.1South Carolina Legislature. South Carolina Code Title 33, Chapter 44 – Uniform Limited Liability Company Act of 1996 If the agreement is silent, you’ll fall back on the consent required by the statute.
Hold a formal meeting, vote on a resolution to dissolve, and record the outcome in minutes. Those minutes are the legal record that dissolution was properly authorized, and they protect everyone if a dispute surfaces later. Dissolution can also be triggered by a court order or by an expiration date written into your articles of organization, but a member vote is the usual route.
Wind Up the Business
Once dissolution is triggered, the LLC doesn’t vanish. It continues to exist for the sole purpose of winding up: collecting debts owed to it, settling obligations, and disposing of assets.2South Carolina Legislature. South Carolina Code 33-44-802 – Limited Liability Company Winding Up It should not be taking on new business during this period.
South Carolina law sets a strict order of payment. Creditors come first, including any members who are also creditors of the company. Only after all creditor obligations are satisfied does any surplus go to the members.3South Carolina Legislature. South Carolina Code 33-44-806 – Distribution of Assets in Winding Up Limited Liability Company’s Business Distributing to members before fully satisfying creditors can expose those members to personal liability for the shortfall. Take this seriously even if you believe the LLC has no debts. Identify every vendor invoice, lease obligation, loan, and contingent liability before anyone takes a distribution.
Cut Off Future Claims From Creditors
South Carolina gives you a formal way to bar future claims against the dissolved LLC. Using it is one of the smartest things you can do during winding up.
Creditors You Know About
Send each known creditor a written notice of the dissolution. The notice must describe what information a claim needs to contain, provide a mailing address for submitting claims, set a deadline of at least 120 days from the date the creditor receives the notice, and state that the claim will be barred if it isn’t received by that deadline.4South Carolina Legislature. South Carolina Code 33-44-807 – Known Claims Against Dissolved Limited Liability Company A creditor who misses the deadline loses the right to collect.
Creditors You Don’t Know About
For unknown creditors, you can publish a notice of dissolution in a newspaper of general circulation in the county where the LLC’s principal office is located. The notice must describe the information a claim needs to contain, give a mailing address, and state that claims are barred unless the creditor files a legal proceeding within five years of publication.5South Carolina Legislature. South Carolina Code 33-44-808 – Other Claims Against Dissolved Limited Liability Company Publishing isn’t required. Skipping it means unknown creditors can surface years later with valid claims.
Close Your State Tax Accounts
South Carolina doesn’t require a tax clearance certificate for a voluntary termination, but the LLC remains on the hook for all unpaid sales, withholding, and employment taxes. Leaving accounts open means the state keeps expecting filings and can assess penalties against a company you thought was closed.
Close your accounts with the South Carolina Department of Revenue through MyDORWAY at dor.sc.gov, or by submitting a paper C-278 Account Closing Form. If the LLC holds an alcohol and tobacco license, use the L-1278 instead.6South Carolina Business One Stop. Closing File all final tax returns covering income earned through the date the LLC stopped operating.
If you had employees, close your SUITS account with the South Carolina Department of Employment and Workforce online at dew.sc.gov/suits, or by submitting a paper Employers Report of Change form (UCE 101S).6South Carolina Business One Stop. Closing
File Articles of Termination With the Secretary of State
The state filing is called Articles of Termination, not Articles of Dissolution. The form references South Carolina Code ยง 33-44-805 and is available on the Secretary of State’s business filings website.7South Carolina Secretary of State. Downloadable Paper Forms – Business Entities Online – Termination / Dissolution / Cancellation
The form asks for the LLC’s name exactly as it appears in state records, the date of the original articles of organization, and the effective date of termination.8South Carolina Legislature. South Carolina Code 33-44-805 – Articles of Termination The effective date can be the filing date or a future date you specify. Any mismatch between the name on the form and the name in the state’s database will cause a processing delay, so check against your original filing before you submit.
The filing fee is $10.7South Carolina Secretary of State. Downloadable Paper Forms – Business Entities Online – Termination / Dissolution / Cancellation You can file online through the Secretary of State’s business entities portal for faster processing, or mail a paper form with a check or money order to:
SC Secretary of State’s Office
1205 Pendleton Street, Suite 525
Columbia, SC 292019SC Secretary of State. File and Search Online
Once accepted, the office returns a filed-stamped copy of the articles of termination. That’s your official proof that the LLC’s legal existence has ended.
Handle the Federal and Local Loose Ends
Deactivate the EIN
The IRS cannot cancel an EIN entirely. Once assigned, it remains the entity’s permanent federal taxpayer ID. The IRS will, however, deactivate it so no future filings are expected. Send a letter to an IRS processing center that includes the EIN, the LLC’s legal name and address, and the reason for deactivation.10Internal Revenue Service. If You No Longer Need Your EIN Before the IRS will deactivate the number, all outstanding returns must be filed and all taxes paid. On the final return, check the “Final return” box near the top of the form.11Internal Revenue Service. Closing a Business
Cancel Licenses and Permits
Cancel every local or state business license and industry-specific permit the LLC held. Agencies that don’t know you’ve closed may continue billing the company or flagging it for non-compliance.
Keep Your Records
Hold onto business and financial records after termination. The IRS can audit returns for up to three years after filing, or six years if substantial income was underreported, so tax records need to live at least that long. Many practitioners recommend keeping dissolution documents, contracts, and financial records for seven years in case of a late audit or legal dispute.
A Note on Administrative Dissolution
Everything above assumes you’re closing the LLC voluntarily. If the Secretary of State already administratively dissolved your company for failing to pay a required fee, tax, or penalty within 60 days of its due date,12South Carolina Legislature. South Carolina Code 33-44-809 – Grounds for Administrative Dissolution you’re in a different situation. You have two years from the effective date of dissolution to apply for reinstatement, which requires a tax clearance certificate from the Department of Revenue and a $25 fee.13South Carolina Legislature. South Carolina Code 33-44-1204 – Fees Miss that window and you’ll need to form a new LLC from scratch.