To file articles of amendment in South Carolina, submit the completed amendment to the Secretary of State’s Business Filings Division, either online through the Business Entities Online portal or by mail to Columbia, along with the filing fee ($110 for a corporation). Before you file, make sure the change was properly authorized under the rules that apply to your entity type, and confirm the document contains everything the statute requires.
When an Amendment Is Actually Required
You file an amendment whenever you change something that appears in your original articles of incorporation (for a corporation) or articles of organization (for an LLC). Common triggers: changing the business name, altering the stated purpose, adjusting the number or types of authorized shares, switching an LLC between member-managed and manager-managed, or adding or removing provisions from the formation documents.
Not every internal change goes through the state. Updating bylaws or an operating agreement is an internal matter and does not require a Secretary of State filing. Amendments are only needed when the change affects information the state has on file. If you are unsure, compare the change against what your filed articles actually say.
What the Filing Must Contain
Corporations
A corporation’s articles of amendment must include the corporation’s name, the full text of each amendment being adopted, and the date each amendment was adopted. If the amendment involves exchanging, reclassifying, or canceling issued shares, the filing must also explain how that will be carried out. The amendment must state whether it was approved by shareholders or adopted by the board without shareholder action, and it must include the relevant vote counts when shareholders were involved.1South Carolina Legislature. South Carolina Code 33-10-106 – Articles of Amendment
LLCs
LLC amendments are shorter. Include the company’s name, the date the original articles of organization were filed with the state, and the text of the amendment itself. The LLC amendment requirements sit in Section 33-44-204, not Section 33-44-202 (which covers initial organization).2South Carolina Legislature. South Carolina Code Title 33 Chapter 44 – Uniform Limited Liability Company Act of 1996 – Section: 33-44-204
Approval Before You File
Corporations
How a corporation approves an amendment depends on whether it has issued shares and what kind of change is being made.
- Before shares are issued, the board of directors (or the incorporators, if no directors have been named) can adopt amendments by unanimous vote without involving shareholders.3South Carolina Legislature. South Carolina Code 33-10-105 – Amendment Before Issuance of Shares
- After shares are issued, the board can still make certain minor changes on its own, such as deleting the names of initial directors, swapping one corporate designator for another, or making changes the Business Corporation Act expressly allows without shareholder action.4South Carolina Legislature. South Carolina Code Title 33 Chapter 10 – Amendment of Articles of Incorporation and Bylaws – Section: 33-10-102
- Most substantive amendments need both a board resolution proposing the change and a shareholder vote. The default approval threshold is two-thirds of the votes entitled to be cast, both overall and within each voting group that votes separately. The articles of incorporation can set a different threshold, but it can never drop below a simple majority for amendments that would trigger dissenters’ rights.5South Carolina Legislature. South Carolina Code Title 33 Chapter 10 – Amendment of Articles of Incorporation and Bylaws – Section: 33-10-103
That two-thirds default catches people off guard. Many owners assume a simple majority is enough and later discover the amendment was never properly adopted. Check your articles first; if they specify a different vote, that number controls.
LLCs
LLC rules are less rigid. If the company has an operating agreement, that document governs how amendments are approved. If the operating agreement is silent or does not exist, unanimous consent of all members is typically required. The operating agreement can also restrict certain amendments or require a supermajority for specific changes, so read it before you file anything.
How to Submit, Who Signs, and What It Costs
Amendments can be filed online through the Secretary of State’s Business Entities Online portal or by mailing paper forms to the Business Filings Division in Columbia. Online filing is faster and lets you correct errors before the submission is accepted.
The total filing fee for a corporation amendment is $110, made up of a $10 filing fee and a $100 filing tax. LLC amendment fees are set separately; check the current fee schedule at businessfilings.sc.gov before you file. Online payments accept credit cards; paper filings take checks and money orders.
The amendment must be signed by an authorized person. For a corporation, that is the board chair, the president, or another officer. If no directors have been selected yet, an incorporator signs. If the corporation is in receivership or under court-appointed administration, the fiduciary signs.6South Carolina Legislature. South Carolina Code 33-1-200 – Filing Requirements For an LLC, a manager signs if the company is manager-managed, or a member signs if it is member-managed. Electronic signatures are accepted for online filings.
Special Cases People Actually File For
Name Changes
A corporation’s name must include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or “Limited” (or an accepted abbreviation), and it cannot imply the business is organized for a purpose other than what the articles allow.7South Carolina Legislature. South Carolina Code 33-4-101 – Corporate Name An LLC’s name must include “Limited Liability Company,” “Limited Company,” or an accepted abbreviation like “LLC” or “LC.”8South Carolina Legislature. South Carolina Code 33-44-105 – Name
Both corporations and LLCs must pick a name that is distinguishable on the Secretary of State’s records from every other corporation, LLC, limited partnership, and reserved name already on file. Run a name availability search through the Business Entities Online system before submitting. If your preferred name is too similar to an existing one, the filing will be rejected. You can work around a conflict by obtaining written consent from the entity holding the similar name, but that adds time and paperwork.7South Carolina Legislature. South Carolina Code 33-4-101 – Corporate Name
Stock Provisions
When the board creates a new class or series of shares within limits already authorized by the articles, it files an amendment that takes effect without a shareholder vote.9South Carolina Legislature. South Carolina Code 33-6-102 – Terms of Class or Series Determined by Board of Directors But if the amendment increases the total number of authorized shares beyond what the articles currently allow, that is a substantive change and requires shareholder approval at the two-thirds default threshold.
Business Purpose
South Carolina corporations can engage in any lawful business unless their articles limit them to a narrower purpose.10South Carolina Legislature. South Carolina Code 33-3-101 – Purposes If your articles contain a specific purpose clause and you want to expand, you need an amendment. A corporation entering a regulated industry like banking or insurance may also need approval from the relevant state agency, regardless of what the articles say.
LLC Management Structure
South Carolina LLCs are either member-managed (the default) or manager-managed (if designated in the articles of organization). Switching between the two changes who has authority to bind the company, so counterparties care about the change too. Nonprofits filing an amendment follow the same basic path: text of the amendment, adoption date, and vote information, filed with the Secretary of State.11South Carolina Legislature. South Carolina Code 33-31-1005 – Articles of Amendment
Why Filings Get Rejected
The Secretary of State’s office reviews every filing for compliance before accepting it. The recurring problems:
- Missing or incorrect authorization. Submitting an amendment that required a shareholder vote but only got board approval is the most common substantive error. The filing itself must state how the amendment was adopted and include vote counts if shareholders were involved.
- Name conflicts. Choosing a name too similar to an existing entity. Run the search first.
- Incomplete forms. Blank fields, no adoption date, or missing the full text of the amendment.
- Wrong fee. Wrong amount, or an expired check.
- Vague amendment language. Failing to specify whether the amendment replaces an entire provision or only changes part of it. “Article IV is amended” without the complete new text leaves nobody sure what the articles actually say.
Once the amendment clears, update internal documents like bylaws, operating agreements, and shareholder agreements so they stay consistent. An amendment that changes the management structure but contradicts the operating agreement creates a governance conflict.
Restated Articles as an Alternative
After several rounds of amendments, formation documents get hard to follow. A corporation can file restated articles of incorporation that combine everything into a single current document. The board can adopt restated articles without a shareholder vote as long as the restatement does not include any new amendments that would themselves require shareholder approval.12South Carolina Legislature. South Carolina Code Title 33 Chapter 10 – Amendment of Articles of Incorporation and Bylaws – Section: 33-10-107
Restated articles must include the corporation’s current name (plus any former names), the date the original articles were filed, and the full text of the articles as they now read. Once filed, they supersede the original articles and every prior amendment. LLCs have the same option; restated articles of organization are signed and filed the same way as an amendment, with a heading identifying the document as restated.2South Carolina Legislature. South Carolina Code Title 33 Chapter 44 – Uniform Limited Liability Company Act of 1996 – Section: 33-44-204
After the Amendment Takes Effect
An amendment becomes effective on the date specified in the filing or, if no date is specified, when the Secretary of State accepts it. From that point the changes bind the company, its owners, and third parties. The state filing is only one piece of the picture.
IRS
Some structural changes require a new Employer Identification Number. The IRS requires a new EIN when a corporation receives a new charter, converts from one entity type to another (such as a corporation becoming a partnership), or merges to create a new entity. An LLC needs a new EIN if it terminates and forms a new corporation or partnership.13Internal Revenue Service. When to Get a New EIN A simple name change or internal restructuring that does not change the entity type generally does not require a new EIN. For a name change, report it on the entity’s next filed tax return. Form 8822-B can be used to notify the IRS of a change in business address or responsible party, though it is not specifically designed for name changes alone.
Trademarks
If the business holds federal trademark registrations and the company name changes, record the change with the U.S. Patent and Trademark Office through its Assignment Center. There is a fee, and the USPTO typically issues a notice of recordation within about seven days.14United States Patent and Trademark Office. Trademark Assignments: Transferring Ownership or Changing Your Name
Licenses, Contracts, and Bank Accounts
The amendment does not automatically update anything else. Existing contracts, licenses, permits, tax registrations, and bank accounts all continue under the old information until you notify each agency or institution separately. For South Carolina businesses that usually means updating records with the Department of Revenue, any professional licensing boards, local business license offices, and your bank. Existing contracts generally remain valid, but counterparties may ask for documentation of the change. If the amendment moves the business into a new regulated industry, expect to need new permits or regulatory approvals before operating there.