Corporation Registered-Agent Change and Resignation Requirements in South Carolina

At a glance

Requirements one by one

Governing law, entity, agent, and scope

South Carolina uses Chapter 5 of its Business Corporation Act for the agent and office record, Chapter 1 for filing mechanics and fees, and Chapter 14 for administrative dissolution. Section 33-5-101 starts with a continuous duty: "Each corporation must continuously maintain in this State" both the registered office and an eligible registered agent.

Continuous agent and office; eligibility

The individual route is limited to a South Carolina resident whose business office is identical to the registered office. Entity agents are limited to a domestic for-profit or nonprofit corporation, or an authorized foreign for-profit or nonprofit corporation, again with the identical business office. The list does not name LLCs. The office itself must be in South Carolina and may be one of the corporation's own business locations (§ 33-5-101).

Corporation change authority and internal approval

Section 33-5-102 authorizes the corporation to change its agent, office, or both, but unlike some states it does not require the filing to recite a board or shareholder resolution. The general filing rule instead identifies who executes: the board chair, president, or another officer (§ 33-1-200(f)). That rule states who may sign the state filing; the articles and bylaws may still allocate the corporation's internal approval authority.

Statement contents, signer, consent, and filing

The statutory statement carries both sides of the record: corporation name, current registered-office street address, current agent, proposed office and/or agent, and the statement that the new registered-office and agent-business-office street addresses will be identical. A successor agent must give written consent "either on the statement or attached to it" (§ 33-5-102(a)(5)).

Current Form F0077/F0078 adds the incorporation jurisdiction and dates, an officer's printed name and position, and an optional delayed-effective date. Its paper instructions require the original plus one duplicate or conformed copy and a stamped return envelope. Section 33-1-200(g) makes a seal, attestation, acknowledgment, verification, or proof optional rather than mandatory.

Registered-office and agent-office address rules

The statute repeatedly uses "street address," not a mailing-only address. After the filing, the registered-office street address and the registered agent's business-office street address must be identical (§ 33-5-102(a)(6)). The code does not turn the principal office into a substitute registered office or state a separate fixed-hours test.

Agent-initiated, bulk, and commercial-agent changes

An agent that moves its business office may update a represented corporation's registered-office street address. Before filing, the agent must notify the corporation in writing; the agent then signs manually or by facsimile, supplies the ordinary § 33-5-102 information, and recites that notice was given. The current fee is $2 "for each affected corporation" (§ 33-1-220(a)(8)). The complete four-section Chapter 5 supplies no agent-name update, mass listing, or commercial-registered-agent system.

Agent resignation, notice, delay, and successor gap

The resigning agent files a signed original plus two exact or conformed copies and may state that the registered office is also discontinued. The Secretary—not the agent—then mails one copy to the registered office if it remains active and the other to the corporation's principal office. The appointment ends "on the thirty-first day after the date on which the statement was filed" (§ 33-5-103(c)); the section does not make the resignation immediately effective or provide a successor-appointment acceleration rule.

Effective time, fee, report, and correction routes

An accepted corporation change is effective at the filed date and time unless the document specifies a delayed time or date no later than day 90 (§ 33-1-230). Current charges are $10 for the corporation's statement, $2 per corporation for an agent-only office move, and $3 for resignation plus $2 if the office is also discontinued. Articles of correction cost $10 and usually relate back, except against a person who relied on the uncorrected record and was adversely affected (§§ 33-1-220, 33-1-240).

The Department of Revenue annual report must state the current agent and office, but §§ 12-20-20 and 12-20-30 do not say that report replaces the Secretary of State's dedicated § 33-5-102 change statement. The current portal offers both online filing and downloadable paper forms; it describes online filing as the faster-processing route without listing a separate expedited surcharge.

Service, default, dissolution, foreign, and contract boundaries

The registered agent is the corporation's service agent. Section 15-9-210 also permits registered or certified mail to the agent's office or the corporate secretary at the principal office. If the corporation has no agent or the agent cannot be served with reasonable diligence, an affidavit and court order can authorize registered or certified mail to the secretary at the principal office; that service is perfected five days after proper mailing.

Having no agent or office—or failing to notify the Secretary of a change, resignation, or discontinuance—is already a ground for administrative dissolution under § 33-14-200. The 60 days is not a pre-default grace period: it runs after the Secretary mails written notice of the determination. Administrative dissolution itself does not terminate the registered agent's authority (§ 33-14-210(e)).

What trips people up

The agent's address-only route is not the corporation's $10 change route. The agent first gives written notice, adds the notice recital, signs the filing, and pays $2 for each affected corporation.

Resignation and office discontinuance are separate fee components. The current portal and Form F0067/F0068 list $3 for resignation and another $2 when the registered office is discontinued. Either way, the statutory termination date remains day 31.

The 60-day period comes after a dissolution notice. South Carolina does not write a 30- or 60-day agent-lapse threshold into the dissolution ground itself. Once the Secretary determines the ground exists and mails notice, the corporation has 60 days to correct it or disprove it.

Common questions

Can the agent resign without discontinuing the registered office? Yes. Section 33-5-103 says the resignation statement may include office discontinuance, and the current portal prices resignation alone at $3.

Does the paper change statement need notarization? No. Section 33-1-200(g) says acknowledgment, verification, proof, a seal, and secretary attestation may be included but are not required.

What happens to service while the corporation has no reachable agent? A court-authorized registered- or certified-mail route to the corporate secretary at the principal office is available after the no-agent or reasonable-diligence showing required by § 15-9-210(c).

Statutes and sources

• S.C. Code § 33-5-101 — "Each corporation must continuously maintain in this State" a registered office and registered agent. — https://www.scstatehouse.gov/code/t33c005.php — accessed 2026-08-23
• S.C. Code § 33-5-102 — The statement lists the current and proposed agent-office information, written successor consent, and identical-address declaration; an agent moving its office must first notify the corporation in writing. — https://www.scstatehouse.gov/code/t33c005.php — accessed 2026-08-23
• S.C. Code § 33-5-103 — "The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed." — https://www.scstatehouse.gov/code/t33c005.php — accessed 2026-08-23
• S.C. Code § 33-1-200 — A filing is executed by the chair, president, or another officer; acknowledgment, verification, proof, seal, and attestation are optional. — https://www.scstatehouse.gov/code/t33c001.php — accessed 2026-08-23
• S.C. Code § 33-1-220(a)(7)-(9), (24) — $10 corporation change, $2 agent office change per corporation, $3 resignation, and $10 correction. — https://www.scstatehouse.gov/code/t33c001.php — accessed 2026-08-23
• S.C. Code §§ 33-1-230 and 33-1-240 — Filing effectiveness, delay up to 90 days, and correction relation-back rules. — https://www.scstatehouse.gov/code/t33c001.php — accessed 2026-08-23
• S.C. Code § 15-9-210 — Registered-agent, certified-mail, and no-agent/unreachable-agent service routes. — https://www.scstatehouse.gov/code/t15c009.php — accessed 2026-08-23
• S.C. Code §§ 33-14-200 and 33-14-210 — Agent/office lapse and nonnotification are dissolution grounds; mailed notice begins a 60-day cure. — https://www.scstatehouse.gov/code/t33c014.php — accessed 2026-08-23
• S.C. Code §§ 12-20-20 and 12-20-30 — Annual report duty and current registered-agent/office fields. — https://www.scstatehouse.gov/code/t12c020.php — accessed 2026-08-23
• South Carolina Secretary of State, Form F0077/F0078 — current change fields, consent, delay, two-copy paper instruction, and $10/$2 fees. — https://businessfilings.sc.gov/BusinessFiling/Entity/DownloadForm?formName=F0077&entityType=1&filingType=Notice%20of%20Change%20of%20Registered%20Office%20or%20Registered%20Agent%20or%20Both%20of%20a%20South%20Carolina%20Corporation — accessed 2026-08-23
• South Carolina Secretary of State, Form F0067/F0068 — day-31 resignation, three-copy paper instruction, and $3/$2 fee components. — https://businessfilings.sc.gov/BusinessFiling/Entity/DownloadForm?formName=F0067&entityType=1&filingType=Resignation%20of%20Registered%20Agent%20and%20Discontinuance%20of%20Registered%20Office — accessed 2026-08-23