Nonprofit Corporation Formation Filing in South Carolina

At a glance

Requirements one by one

Incorporators and filing

Under § 33-31-201, one or more persons deliver articles to the Secretary of State. The articles identify each incorporator with name, address, and zip code (§ 33-31-202(a)(4)); § 33-31-120(i) calls for one exact or conformed copy with the fee.

Name, benefit type, members, and purpose

§ 33-31-202(a)(1)–(7) requires a name, a statement electing public-benefit, mutual-benefit, or religious corporation status, a declaration whether members will exist, and lawful dissolution-asset terms. § 33-31-401(b) generally requires the name to be distinguishable in the Secretary’s records. Under § 33-31-202(c)(1), a purpose statement is optional and may include the transaction of any lawful activity.

Directors and addresses

§ 33-31-202(c)(2) makes initial director names, addresses, and zip codes optional. If none are named, § 33-31-205(a)(2) directs the incorporators to elect directors or a board at the organizational meeting. The articles must state the South Carolina registered-office street address and zip code, agent name, and proposed principal-office address and zip code; that principal office may be outside the state (§ 33-31-202(a)(3), (7)). Under § 33-31-501, registered agent and registered office have the same address; eligible agents include a South Carolina resident individual, a domestic business or nonprofit corporation, or a foreign business or nonprofit corporation authorized in the state.

Signatures, fee, and existence

§ 33-31-202(d) requires signatures from each incorporator and each director named in the articles. § 33-31-120(g) requires the signer’s name and capacity by the signature. § 33-31-122(a)(1) sets the articles fee at $25.

Under § 33-31-203(a), corporate existence begins when the articles are filed unless a delayed effective date is specified. § 33-31-123(b) limits that date to 90 days after filing and supplies close of business when a date but no time is given.

What trips people up

Naming the first directors in the articles changes the signature list: those directors must sign under § 33-31-202(d). The principal office can be outside South Carolina, while the registered office and agent must be in the state (§§ 33-31-202(a)(7), 33-31-501).

Common questions

Can articles omit initial directors?

Yes. § 33-31-202(c)(2) makes the list optional; § 33-31-205(a)(2) supplies the later incorporator election route.

Can the corporation choose a religious type?

Yes. § 33-31-202(a)(2)(iii) lists “This corporation is a religious corporation” as one of three required status choices.

Statutes and sources

The verbatim current South Carolina Code, official URL, and access dates appear above. S 203 remains in committee and is not current law.