LLC Administrative Dissolution and Involuntary Termination in South Carolina
At a glance
| Law, agency and LLC scope | S.C. Code §§ 33-44-809–811; Secretary of State may administratively dissolve a domestic LLC for covered nonpayment. |
|---|---|
| Grounds and trigger dates | Fee, tax, or penalty imposed by Chapter 33-44 or other law unpaid 60 days after due (§ 33-44-809). |
| Agency notice | Secretary may start; once ground found, must enter record of determination and serve LLC a copy (§§ 33-44-809, -810(a)). |
| Cure or response window | Within 60 days after service of determination, correct each ground or satisfy Secretary that it does not exist (§ 33-44-810(b)). |
| Action and effective date | After uncured service period, Secretary signs dissolution certification reciting ground and effective date, files original certificate, serves copy (§ 33-44-810(b)). |
| Status, activity and service | LLC continues only to wind up/liquidate and notify claimants; service-agent authority is not terminated (§ 33-44-810(c)–(d)). |
| Special routes and effects | Unpaid tax is a dissolution ground; Department of Revenue certificate confirming all owed taxes paid is required for reinstatement (§§ 33-44-809, -811(a)(4)). |
| Route back and limits | Apply within two years with corrected/nonexistent-ground statement, compliant name, and Revenue tax certificate; effective reinstatement relates back (§ 33-44-811). |
Requirements one by one
Nonpayment and notice
S.C. Code Ann. § 33-44-809 authorizes the Secretary of State to start administrative dissolution if an LLC fails to pay a fee, tax, or penalty imposed by the LLC Act or other law within 60 days after it is due. Section 33-44-810(a) then requires the Secretary to enter a record of the ground determination and serve a copy on the LLC.
Cure and final action
The LLC has a further 60 days after service to correct each ground or convince the Secretary that the ground does not exist. If it does neither, § 33-44-810(b) directs the Secretary to sign a certification stating the ground and effective date of dissolution, file the certificate, and serve a copy. The unpaid-amount threshold and the post-service response period are different clocks.
After dissolution
Section 33-44-810(c) says the LLC continues in existence but may carry on only business needed to wind up, liquidate, and notify claimants. Subsection (d) preserves its service agent's authority. Under § 33-44-811(a), an administratively dissolved LLC may apply for reinstatement within two years; the application needs a statement that the ground was absent or eliminated, a compliant name, and a Department of Revenue certificate stating all taxes owed have been paid. When reinstatement becomes effective, subsection (c) relates it back to the dissolution date.
What trips people up
The Secretary's notice is a record of a ground determination, not the certificate that effects dissolution. The LLC has the § 33-44-810(b) response period after service before the final signed and filed record.
Common questions
Does dissolution end the agent's role? No. Section 33-44-810(d) expressly keeps the agent's authority.
Can the LLC continue ordinary business after dissolution? Section 33-44-810(c) limits it to winding up, liquidation, and claimant notice.
Statutes and sources
- S.C. Code Ann. § 33-44-809 — “The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.” Official chapter text (accessed 2026-09-26).
- S.C. Code Ann. § 33-44-810 — “(a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record.” Official chapter text (accessed 2026-09-26).
- S.C. Code Ann. § 33-44-811 — “(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:” Official chapter text (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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