South Carolina: Voluntary LLC Dissolution and Cancellation Requirements
The short answer
A South Carolina LLC dissolves on an operating-agreement event or the member threshold stated there; if the agreement is silent, all members must consent. The LLC then winds up, may use optional 120-day known-claim and five-year publication procedures, pays creditors before members, and files $10 Articles of Termination only after winding up. The articles end legal existence when filed or on a delayed date. No termination-specific tax clearance is attached, and members may unanimously reverse dissolution before winding up is complete.
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This is the general rule in South Carolina. Ezel applies current South Carolina law to your specific facts and answers with citations to the statutes.
| Governing law and scope | South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Title 33 ch. 44; ordinary domestic LLC dissolution, winding up, creditor claims, and Articles of Termination filed with Secretary of State (§§ 33-44-801 to -808) |
|---|---|
| Dissolution event and approval | Operating-agreement event or agreement-specified number/percentage; if silent, all members consent. Dissolution and winding up begin at that event, not at the later terminal filing (§§ 33-44-404(c)(9), -801) |
| Pre-filing status and tax clearance | No good-standing certificate, final return, tax payment proof, DOR consent, or termination-specific tax clearance appears in § 33-44-805 or Form F0045. Tax returns/accounts remain separate and the SOS filing does not close them |
| Winding-up authority and powers | Any member who did not wrongfully dissociate may wind up; last surviving member's legal representative may act, and court supervision is available for good cause. Preserve briefly, litigate, settle, transfer, discharge liabilities, distribute, and perform necessary acts (§ 33-44-803) |
| Creditor notice and claims | Optional statutory known-claim procedure: written notice gives at least 120 days to submit and 90 days to sue after rejection; excludes contingent/post-dissolution claims. Optional one-time county publication creates a 5-year action bar for other, contingent, and later-event claims (§§ 33-44-807-.808) |
| Debts, reserves, and distributions | Creditors, including member-creditors, first. Surplus pays members' net distributable amounts; when capital accounts are required, remaining cash/assets follow positive capital-account balances. Solvency limits apply; unlawful-distribution actions have a 2-year limit (§§ 33-44-406-.407, -806) |
| Termination filing and signer | After dissolution and completed winding up, file Articles of Termination stating LLC name, dissolution date, and that business is wound up/legal existence terminated. Manager signs manager-managed LLC; member signs member-managed LLC; fiduciary or attorney-in-fact may sign where applicable (§§ 33-44-205, -805; Form F0045) |
| Fee, method, and effective date | $10 as of 2026-07-28; online Business Entities portal or paper Form F0045 by mail. Existence ends on filing/endorsement or a stated delayed date, capped by the general 90-day rule (§§ 33-44-206, -805, -1204) |
| Survival, revocation, and post-closure | Before winding up finishes, members—including a dissociated member whose departure caused dissolution—may unanimously waive winding up and resume as if dissolution never occurred, subject to reliance rights. After termination, surviving claims reach undistributed assets/capped liquidation distributions; no voluntary reinstatement route is stated (§§ 33-44-802, -808) |
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Requirements one by one
The internal event begins dissolution
South Carolina separates the event in S.C. Code § 33-44-801 from the later Articles of
Termination. The operating agreement may name an event or a member number or
percentage. If it does not provide another threshold, § 33-44-404(c)(9) requires all
members to consent.
That event dissolves the LLC and starts winding up. The entity continues only for that
purpose until the terminal articles take effect.
Winding up can be reversed unanimously
S.C. Code §§ 33-44-802 and 33-44-803 preserve the dissolved company while winding up.
Before winding up is completed, all members—including a dissociated member whose
dissociation caused dissolution—may unanimously waive winding up and termination.
The company then resumes as if dissolution never occurred, but rights acquired by a third
party in reliance on the dissolution before notice of the waiver remain protected.
Eligible members conduct the wind-up
A member who did not wrongfully dissociate may participate. The legal representative of
the last surviving member may act, and the circuit court may supervise for good cause.
The wind-up actor may preserve the business or property as a going concern for a
reasonable time, prosecute and defend proceedings, settle disputes, transfer property,
discharge liabilities, distribute assets, and perform other necessary acts.
No tax-clearance certificate is attached
S.C. Code § 33-44-805 and Form F0045 require the company name, dissolution date, the
completed-wind-up certification, effective-date choice, and proper signature. They do not
require a Department of Revenue certificate, final-return attachment, or good-standing
certificate.
Final state returns, taxes, licenses, and account closures remain separate. The Articles of
Termination do not automatically close those accounts.
Known-claim notice is an optional procedure
Under S.C. Code § 33-44-807, the LLC may elect the statutory known-claim process. If it
does, it must notify known claimants in writing and give at least 120 days to submit. A
timely claim that is rejected must be enforced within 90 days after the rejection notice.
That direct-notice procedure does not reach a contingent liability at dissolution or a claim
based on a later event.
Publication handles the broader claim set
S.C. Code § 33-44-808 permits one publication in the relevant county newspaper. It can
bar a claimant not directly notified, a submitted claim not acted on, and a contingent or
later-event claim unless a proceeding begins within five years after publication.
Publication is optional. It is a claims safe harbor, not a prerequisite to filing Articles of
Termination.
Creditors are paid before members
S.C. Code § 33-44-806 requires the LLC to discharge creditor obligations, including debts to
members acting as creditors, before paying the member surplus. For an LLC required to
maintain tax capital accounts, the remaining cash and other assets follow positive capital-
account balances after the final adjustments.
S.C. Code §§ 33-44-406 and 33-44-407 also apply cash-flow and balance-sheet limits.
An action over an unlawful distribution must begin within two years after the distribution.
Articles are filed after winding up
Articles of Termination state the LLC name, dissolution date, and that the business has
been wound up and legal existence terminated. Form F0045 also requests the original
articles filing date and asks the signer to confirm completion.
A manager signs for a manager-managed LLC, a member for a member-managed LLC, or a
fiduciary for an entity in court-appointed hands. An attorney-in-fact may sign if the power
is retained by the company under S.C. Code §§ 33-44-205 and 33-44-206.
The filing fee is $10
S.C. Code § 33-44-1204 sets a $10 Articles of Termination fee, which Form F0045 repeats.
The Secretary of State offers online filing through Business Entities Online and a
downloadable paper form for mailing.
Existence ends when the Secretary of State files the articles unless a later effective date
is stated. The general filing rule caps a delayed effective date at 90 days.
Post-termination claims remain possible
A claim not barred under the notice statutes can reach the dissolved company's
undistributed assets. After liquidation distributions, it can reach a member only up to the
lesser proportionate share of the claim or the amount distributed, with total liability capped
at the distribution received.
Chapter 44 provides the pre-completion unanimous waiver but does not state a general
reinstatement route after voluntary Articles of Termination. Administrative reinstatement
is a separate process outside this voluntary-closure row.
What trips people up
- The member vote is not the terminal filing. Winding up must be completed before
the Articles of Termination certification is true. - Known-claim notice is conditionally mandatory. It is required if the company elects
§ 33-44-807's safe harbor, not for every dissolution. - The dissolution can still be waived. Unanimous waiver is available only before the
winding up is completed. - Tax capital accounts matter. Section 33-44-806 expressly uses positive capital-
account balances when the LLC is required to maintain them.
Common questions
What member vote is required?
Use the number or percentage in the operating agreement. If it is silent, all members must
consent.
Must the LLC notify creditors?
The statutory direct-notice and publication routes are optional safe harbors. If the LLC
uses the known-claim route, it must send the prescribed written notice to known claimants.
Is tax clearance required?
No termination-specific Department of Revenue certificate is filed with Form F0045.
Applicable tax duties remain separate.
How much are Articles of Termination?
The base fee is $10, whether using the online system or submitting the paper filing.
When does legal existence end?
When the Secretary of State files the Articles of Termination, or on a valid later effective
date stated in them.
Statutes and sources
- South Carolina Code, Title 33, Chapter 44, §§ 33-44-103, -205 to -206, -404 to
-407, -801 to -808, and -1204: https://www.scstatehouse.gov/code/t33c044.php
(accessed 2026-07-28) - South Carolina Secretary of State, Form F0045 Articles of Termination:
https://businessfilings.sc.gov/BusinessFiling/Entity/DownloadForm?formName=F0045&entityType=2&filingType=Articles%20of%20Termination
(accessed 2026-07-28) - South Carolina Secretary of State, Downloadable Paper Forms:
https://businessfilings.sc.gov/BusinessFiling/Home/DownloadForms?pdfCategoryId=5
(accessed 2026-07-28) - South Carolina Secretary of State, Online Filings:
https://sos.sc.gov/online-filings (accessed 2026-07-28)
Source links
Every statute quoted above, linked, with the date we checked it.
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