Nonprofit Corporation Administrative Dissolution and Reinstatement in South Carolina

At a glance

Requirements one by one

Grounds and the separate cure clock

S.C. Code § 33-31-1420 lists a missing principal-office change report, absence of an in-state registered agent or office, failure to report an agent or office change or resignation, expiration of stated duration, and Chapter 7 bankruptcy adjudication. Section 33-31-505 gives 30 days to report a principal-office move. Under § 33-31-1421(a)–(b), the Secretary may serve a written determination and must allow at least 60 days after perfected service to correct or disprove every ground before signing a dissolution certificate.

Status and reinstatement

Section 33-31-1421(b) requires the Secretary to file the certificate, identify the effective date, serve a copy, and notify the attorney general for a public benefit or religious corporation. Sections 33-31-1421(c)–(d) and 33-31-1406(a) continue corporate existence for winding up and claimant notices while preserving registered-agent authority. Under § 33-31-1422(a), the corporation has two years after effective dissolution to apply with its name, dissolution date, cured-or-absent grounds, and a name satisfying § 33-31-401. Section 33-31-122(a)(16) sets a $25 application fee. The reinstatement certificate relates back to dissolution under § 33-31-1422(b)–(c).

What trips people up

The 30-day principal-office notice deadline under § 33-31-505 is not the later dissolution cure period. Section 33-31-1421(b) starts that period when service of the Secretary's notice is perfected and sets a minimum of 60 days. The reinstatement deadline in § 33-31-1422(a) is measured instead from the certificate's effective dissolution date.

Common questions

Does the Secretary notify the attorney general? Section 33-31-1421(a) calls for notice when the determination concerns a public benefit corporation; subsection (b) calls for notice after dissolution of a public benefit or religious corporation.

What happens after a reinstatement denial? Under § 33-31-1423, the Secretary sends a written explanation by registered or certified mail; the corporation may petition the Richland County court of common pleas within 30 days after service is perfected.

Statutes and sources

• S.C. Code § 33-31-1420 — “The Secretary of State may commence a proceeding under Section 33-31-1421 to administratively dissolve a corporation if the:” listed grounds occur (official chapter, accessed 2026-09-28).
• § 33-31-1421 — “within at least sixty days after service of the notice is perfected under Section 33-31-504” (official chapter, accessed 2026-09-28).
• § 33-31-1422 — “may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution.” (official chapter, accessed 2026-09-28).
• § 33-31-1423 — “may appeal the denial of reinstatement to the court of common pleas for Richland County within thirty days” (official chapter, accessed 2026-09-28).
• § 33-31-505 — “within thirty days shall file a Notice of Change of Principal Office” (official chapter, accessed 2026-09-28).
• § 33-31-401 — “a corporate name must be distinguishable upon the records of the Secretary of State” (official chapter, accessed 2026-09-28).
• § 33-31-122 — “Application for reinstatement following administrative dissolution” — “$25.00” (official chapter, accessed 2026-09-28).
• § 33-31-1406 — “A dissolved corporation continues its corporate existence” for winding up (official chapter, accessed 2026-09-28).