To incorporate in South Carolina, you file Articles of Incorporation and Form CL-1 (the Initial Annual Report) with the Secretary of State for a combined fee of $135. The state has one requirement most others don’t: a South Carolina-licensed attorney must sign a certificate on your articles before the Secretary of State will accept them. The process is governed by the South Carolina Business Corporation Act in Title 33 of the state code, and once the state approves your filing you’ll need to complete separate registrations with the IRS and the South Carolina Department of Revenue.
Pick a Compliant Corporate Name
Your corporate name must include a designator signaling limited liability: “Corporation,” “Incorporated,” “Company,” or “Limited,” or an abbreviation like “Corp.,” “Inc.,” “Co.,” or “Ltd.”1South Carolina Legislature. South Carolina Code Title 33 Chapter 4 – Names It also has to be distinguishable from every other entity already on file with the Secretary of State, which covers corporations, LLCs, limited partnerships, foreign entities, and reserved names.
Search the Secretary of State’s online business records to confirm the name is available. If you want to lock it in before filing, submit a name reservation application for an exclusive 120-day hold.2South Carolina Legislature. South Carolina Code 33-4-102 – Reserved Name The reservation can’t be renewed, so you need to file your Articles inside that window or lose the name.
Appoint a Registered Agent
Every South Carolina corporation must continuously maintain a registered agent and a registered office inside the state. The agent receives legal documents, including lawsuits, on the corporation’s behalf.3South Carolina Legislature. South Carolina Code Title 33 Chapter 5 – Office and Agent
The agent can be an individual who lives in South Carolina, a domestic corporation, or a foreign corporation authorized to do business in the state. The agent’s business office has to sit at the same street address as the registered office, and the statute requires an actual street address. A P.O. Box won’t satisfy it.
You can serve as your own agent if you have a South Carolina street address. Commercial registered agent services generally run $90 to $150 per year and handle document forwarding.
Line Up the Attorney Certification
South Carolina law requires the Articles of Incorporation to include a certificate, signed by an attorney licensed in the state, confirming that all statutory requirements have been met.4South Carolina Legislature. South Carolina Code 33-2-102 – Articles of Incorporation The Secretary of State’s office confirms the requirement directly.5SC Secretary of State. FAQs About Business Entities
This is a real added cost that most states don’t impose, so build an attorney review fee into your budget. Some business formation services bundle the certification into their South Carolina packages, which often costs less than engaging a lawyer separately.
Draft the Articles of Incorporation
The articles are the corporation’s founding document. South Carolina splits the contents into mandatory and optional items.
What Must Be Included
Every set of articles has to list the corporate name with its designator, the number of shares the corporation is authorized to issue, the street address of the registered office and the name of the registered agent, and the name and address of each incorporator. Only one incorporator is required, and any person can serve.6South Carolina Legislature. South Carolina Code Title 33 Chapter 2 – Incorporation
The authorized share number sets the ceiling on what the corporation can issue without later amending the articles. If you create more than one class of stock, the articles must describe the preferences, limitations, and rights of each class before any shares of that class can be issued.7South Carolina Legislature. South Carolina Code Title 33 Chapter 6 – Shares and Distributions Par value is typically set low (often a fraction of a cent) to keep certain state fees down.
Optional Provisions
The articles may also list initial directors, state a specific business purpose, and include other governing rules.4South Carolina Legislature. South Carolina Code 33-2-102 – Articles of Incorporation Naming initial directors is optional but useful. If you name them, they run the first organizational meeting. If you don’t, the incorporator runs the meeting and elects a board.6South Carolina Legislature. South Carolina Code Title 33 Chapter 2 – Incorporation
Form CL-1 Must Accompany the Articles
The Articles cannot be filed on their own. You have to submit Form CL-1, the Initial Annual Report of Corporations, along with a $25 minimum license fee at the same time.6South Carolina Legislature. South Carolina Code Title 33 Chapter 2 – Incorporation The CL-1 collects basic information about the corporation and satisfies the initial license tax. Skip it and the Secretary of State will reject the filing.8South Carolina Department of Revenue. Initial Annual Report of Corporations Form CL-1
File With the Secretary of State
You can file online through the Secretary of State’s Business Entities Online system or by mailing paper forms. The total fee is $135: $110 for the Articles of Incorporation and $25 for the CL-1.9South Carolina Secretary of State. Business Entities Online – Downloadable Paper Forms
Standard processing takes about 7 to 10 business days. Expedited processing costs an additional $25 and turns the filing around within 24 hours. The Secretary of State returns a file-stamped copy of the articles once approved, and that approval date is the legal start of your corporation. It also starts the clock on your tax and compliance deadlines.
Rejected filings come back with a deficiency letter. Common causes include a name too similar to an existing entity, a missing attorney certification, or an incomplete registered agent designation.
Complete Your Post-Filing Setup
Get an EIN From the IRS
Apply for a Federal Employer Identification Number as soon as the state approves your articles. You need the EIN to open a business bank account, file tax returns, and hire employees. The IRS recommends forming the entity with the state before applying.10Internal Revenue Service. Get an Employer Identification Number The online application is free and generates the number immediately.
Hold the Organizational Meeting
If you named directors in the articles, those directors hold the organizational meeting to appoint officers, adopt bylaws, and handle startup items. If you didn’t, the incorporator holds the meeting and elects the board.6South Carolina Legislature. South Carolina Code Title 33 Chapter 2 – Incorporation Bylaws can be adopted by the incorporators or by the board.11South Carolina Legislature. South Carolina Code 33-2-106 – Bylaws
Issue stock to the initial shareholders at this meeting and document everything in formal minutes. Those records are what courts examine when deciding whether to pierce the corporate veil and hold owners personally liable, so treat them as more than paperwork. Open a dedicated corporate bank account using the EIN and your file-stamped articles, and keep personal and corporate funds completely separate.
Register With the South Carolina Department of Revenue
Filing with the Secretary of State does not register you for any state taxes. Every corporation has to register separately with the Department of Revenue for corporate income tax, which runs 5% on South Carolina taxable income.12South Carolina Department of Revenue. C Corporation C-Corporations file the SC1120 return annually even in years with no income.
Selling physical goods requires a retail license and sales tax collection. Hiring employees requires registration for state income tax withholding and for unemployment insurance with the Department of Employment and Workforce.13SC Department of Employment and Workforce. Tax Rate Information Most DOR registrations run through the MyDORWAY online portal.
Choose Your Federal Tax Treatment
When the Secretary of State approves your articles, the IRS treats the entity as a C-Corporation by default. A C-Corp pays federal corporate tax on its profits, and shareholders pay a second tax on any dividends they receive. South Carolina’s 5% corporate income tax applies on top of federal corporate tax.12South Carolina Department of Revenue. C Corporation
Many small corporations elect S-Corporation status to avoid that double tax by passing profits and losses through to shareholders’ personal returns. S-Corp status is a federal election, not a separate South Carolina filing. You make it by submitting IRS Form 2553 after the corporation exists.14Internal Revenue Service. About Form 2553 – Election by a Small Business Corporation Eligibility is strict: no more than 100 shareholders, only one class of stock, and every shareholder must be a U.S. citizen or resident.15Internal Revenue Service. Instructions for Form 2553 – Election by a Small Business Corporation
Timing is tight. A new corporation must file Form 2553 within two months and 15 days after the beginning of its first tax year for the election to apply from day one.16Internal Revenue Service. Instructions for Form 2553 Miss that window and the election doesn’t take effect until the following tax year. Late relief exists in some situations but isn’t guaranteed.
Keep the Corporation in Good Standing
Annual License Fee and Report
Every South Carolina corporation files an annual report as part of its state income tax return.17South Carolina Legislature. South Carolina Code 33-16-220 – Annual Report The accompanying annual license fee is $15 plus $1 for every $1,000 of capital stock and paid-in surplus, with a $25 minimum.18South Carolina Legislature. South Carolina Code Title 12 Chapter 20 – License Fees Small corporations with minimal capitalization stay at the $25 floor. Missing the filing triggers penalties and interest, and sustained noncompliance can lead to administrative dissolution.
Local Business Licenses
South Carolina has no statewide general business license. The city or county where you operate issues its own license, typically with fees based on gross revenue and industry classification. Requirements vary widely, so check with the business license office in your physical location.
Workers’ Compensation Insurance
A corporation with four or more employees is required by state law to carry workers’ compensation insurance. Operating above the threshold without coverage exposes both the corporation and its officers to significant liability.
Federal Beneficial Ownership Reporting
The Corporate Transparency Act originally required most new corporations to file a Beneficial Ownership Information report with the Treasury Department’s Financial Crimes Enforcement Network. In early 2025, Treasury announced it will not enforce BOI reporting against U.S. citizens or domestic companies and intends to narrow the rule to foreign reporting companies going forward.19U.S. Department of the Treasury. Treasury Department Announces Suspension of Enforcement of Corporate Transparency Act Against U.S. Citizens and Domestic Reporting Companies A domestic South Carolina corporation currently faces no enforcement risk for skipping the filing, though a future rulemaking could change that.