Business Corporation Formation Filing Requirements in South Carolina
At a glance
| Governing law and formation record | South Carolina Business Corporation Act, Title 33 chs. 1-20; file Articles of Incorporation plus the CL-1 initial annual report with the Secretary of State (§§ 33-2-101 to -103; 12-20-40) |
|---|---|
| Incorporator and signature | Any person may incorporate; every incorporator gives a name/address and signs, and a South Carolina-licensed attorney signs a compliance certificate (§§ 33-2-101 to -102) |
| Name, purpose, and duration | Name needs corporation/incorporated/company/limited or corp./inc./co./ltd.; lawful-business and perpetual-duration defaults apply (§§ 33-3-101 to -102, 33-4-101) |
| Agent, office, and addresses | Initial South Carolina registered-office street address and agent name required; agent must qualify, use that office, and sign consent. CL-1 adds principal/mailing addresses and agent address (§§ 33-2-102, 33-5-101; forms) |
| Shares, classes, and par value | Authorized count itemized by class; multiple classes need designations and rights, with unlimited-voting and net-asset classes; par value optional and board-set class/series terms require articles authority (§§ 33-2-102, 33-6-101 to -102) |
| Directors and other disclosures | Initial directors optional in articles, but CL-1 immediately reports principal office, nature of business, authorized/issued shares, and known owner/officer/director information; statutory director/principal-officer names and business addresses are public (§§ 12-20-30, 33-2-102; CL-1) |
| Optional and restricted provisions | May add initial directors, purpose, management/power terms, par value, stated shareholder liability, and bylaw-authorized terms; director-liability limits are reserved to specified SEC-registered, $25M-asset, or 500-shareholder corporations and retain statutory exclusions (§ 33-2-102(b), (e)) |
| Method, fee, attachments, and effect | $135 online or paper; paper uses 2 copies and must include CL-1, agent consent, and attorney certificate; effective on filing or delayed up to 90 days (§§ 33-1-220, -230, 33-2-103; F0001) |
| Initial report, publication, and follow-up | CL-1 and its $25 minimum license fee accompany the articles and are included in $135; no formation publication or separate post-filing initial report (§§ 12-20-40, -50; F0001/CL-1) |
| Organization, officers, and bylaws | Named initial directors organize; otherwise incorporators elect directors. Incorporators may use unanimous written consent, board action may use unanimous consent, initial bylaws are mandatory, board has 1+ directors, and one person may hold multiple offices (§§ 33-2-105 to -106, 33-8-103, -210, -400) |
Requirements one by one
The articles need every incorporator and a lawyer certificate
Under § 33-2-101, any person may serve as incorporator. Section 33-2-102 requires every incorporator's name, address, and signature. It also requires a certificate signed by a lawyer licensed in South Carolina confirming compliance with that section.
The same section requires the corporate name, authorized shares itemized by class, and the initial registered-office street address and agent name. Current Form F0001 adds the agent's signed consent to appointment.
The charter and CL-1 disclose different information
Initial directors are optional in the articles. The companion report is broader. Under § 12-20-30, the annual-report fields include the principal office, directors and principal officers with business addresses, nature of the business, and authorized and issued shares; those statutory fields are open to unrestricted public inspection.
The current CL-1 asks for principal and mailing addresses, telephone and email, registered-agent information, authorized and issued shares, and known owner/officer/director information. If positions have not been filled, its instructions say to provide the names and positions known when filing.
Name, shares, and charter options have separate rules
Under § 33-3-101, the corporation has any lawful business purpose unless the articles narrow it. Section 33-3-102 supplies perpetual duration unless the articles provide otherwise. The name must use one of the words or abbreviations listed in § 33-4-101 and satisfy the distinguishability rule.
Under § 33-5-101, the corporation needs a South Carolina registered office and qualifying agent with an identical business office. The articles state that office's street address, and the CL-1 adds the other contact addresses.
Under § 33-6-101, each class needs an authorized count. Multiple classes require distinguishing designations and their preferences, limitations, and relative rights. The charter must collectively provide unlimited voting rights and a right to net assets on dissolution. Section 33-6-102 allows later board-fixed class or series terms only when the articles grant that authority. Par value is an optional articles term.
South Carolina restricts one familiar optional clause. The director-liability provision in § 33-2-102(e) is available only to corporations meeting its SEC-registration, $25 million gross-assets, or 500-shareholder threshold, and it retains the listed loyalty, bad-faith, statutory-liability, personal-benefit, and pre-effective-date exclusions.
The $135 package includes the CL-1
Under § 33-1-220, the state charges a $10 filing fee, a $100 incorporation tax, and the minimum license fee. Sections 12-20-40 and 12-20-50 require the CL-1 and at least $25 with the articles. Current F0001 bundles those amounts into a $135 filing.
The Secretary of State accepts online filing. A paper filing uses two copies of F0001 and includes the CL-1, agent consent, and attorney certificate. The current package imposes no formation publication requirement.
Corporate existence begins on filing under § 33-2-103 unless the articles use a delayed effective date. Section 33-1-230 caps the delay at 90 days.
Organization depends on whether the articles name directors
Under § 33-2-105, named initial directors complete organization by appointing officers, adopting bylaws, and handling other business. If the articles do not name them, the incorporators elect directors or a board that completes the work. Every incorporator may sign written consent instead of meeting.
Initial bylaws are mandatory under § 33-2-106. The board has one or more individuals under § 33-8-103 and may ordinarily act through unanimous written consent under § 33-8-210. Section 33-8-400 leaves the officer titles to the bylaws or board and permits one individual to hold multiple offices.
What trips people up
- The articles are not the whole formation package. The CL-1 accompanies them and expands the public information collected at formation.
- An attorney certificate is mandatory. Incorporator signatures do not replace the separate certificate from a South Carolina-licensed lawyer.
- The registered agent also signs. Current F0001 includes consent directly beneath the agent appointment.
- The $135 is bundled. It includes the filing fee, incorporation tax, and the CL-1's $25 minimum license fee.
- A director-liability clause is not generally available to every startup. Section 33-2-102(e) limits it to the specified corporation categories.
Common questions
Can a nonlawyer be the incorporator?
Yes. Any person may act as incorporator, but the filing still needs the separate compliance certificate signed by a lawyer licensed in South Carolina.
Must the articles name the initial directors?
No. If they are omitted, the incorporators elect directors or elect a board to complete organization. The CL-1 separately requests positions known at filing.
Are initial bylaws optional?
No. South Carolina says the incorporators or board shall adopt initial bylaws.
Statutes and sources
- South Carolina Code Title 33, Chapters 1-6 and 8 — current official corporate name, articles, lawyer certificate, agent, shares, fees, effective date, and organization rules, accessed August 14, 2026.
- South Carolina Code Title 12, Chapter 20 — current official CL-1 contents, public-inspection rule, accompanying-filing requirement, and minimum license fee, accessed August 14, 2026.
- South Carolina Secretary of State Form F0001 and forms page — current agent consent, paper copies, online route, CL-1 attachment, and $135 bundle, accessed August 14, 2026.
- South Carolina Department of Revenue CL-1 — current initial-report fields and filing instructions, accessed August 14, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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