South Carolina: Business Corporation Formation Filing Requirements

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.