Foreign Qualification Application - Preparation Worksheet - South Carolina

SOUTH CAROLINA FOREIGN QUALIFICATION PREPARATION WORKSHEET

Do not file this worksheet. Transfer the completed information to the current South Carolina Secretary of State online filing or official PDF form and, for a corporation, the current SCDOR Form CL-1.

1. SELECT THE CORRECT TRACK

☐ Track A — Foreign business corporation: Secretary of State Form F0002 under S.C. Code § 33-15-103

☐ Track B — Foreign limited liability company: Secretary of State Form F0008 under S.C. Code § 33-44-1002

Exact legal name: [________________________________]

Home jurisdiction: [________________________________]

Entity type confirmed from home-jurisdiction records: [________________________________]

Stop and obtain the correct entity-specific filing if the applicant is not a business corporation or limited liability company.

2. CONFIRM WHETHER AUTHORITY IS REQUIRED

Describe the entity's present and planned South Carolina activities:

[____________________________________________________________]

[____________________________________________________________]

Date South Carolina activities began or are expected to begin: [__/__/____]

☐ South Carolina counsel confirmed that the activities require qualification

☐ The entity has not begun activities requiring qualification

S.C. Code §§ 33-15-101 and 33-44-1003 list activities that do not, by themselves, constitute transacting business, including maintaining a proceeding or bank account, internal-affairs activity, sales through independent contractors, certain orders accepted outside South Carolina, secured-debt activity, a qualifying isolated transaction, interstate commerce, and ownership without more of an interest in a South Carolina LLC. The LLC statute provides that ownership of income-producing South Carolina real or tangible personal property generally constitutes transacting business. Obtain legal review before relying on an exception.

3. CURRENT FORMS AND FEES

The Secretary of State provides online filing and current downloadable forms through Business Filings Online. Confirm the live amount and payment method immediately before filing.

Chosen filing route: ☐ Online ☐ Paper

Form: [____________]

Secretary of State fee: $[____________]

CL-1 minimum license fee, corporation only: $[____________]

Other required amount: $[____________]

Total: $[____________]

4. HOME-JURISDICTION CERTIFICATE

Both current official applications require an original certificate of existence no more than 30 days old, or a similar authenticated record, from the home-jurisdiction secretary of state or other official who has custody of the entity's records.

Certificate title: [________________________________]

Issuing official: [________________________________]

Certificate issue date: [__/__/____]

Planned South Carolina filing date: [__/__/____]

☐ Certificate is an original issued by the correct records official

☐ Certificate will be no more than 30 days old when filed

☐ Entity name and jurisdiction match the application exactly

5. TRACK A — FOREIGN BUSINESS CORPORATION (F0002)

5.1 Name, type, and formation

Exact corporate name: [________________________________]

Corporation type: ☐ General business corporation ☐ Professional corporation

Home state or country: [________________________________]

Date of incorporation: [__/__/____]

Period of duration: ☐ Perpetual ☐ Until [__/__/____] ☐ Other [____________]

If the real name is unavailable, S.C. Code § 33-15-106 permits a qualifying fictitious name supported by a board resolution certified by the corporate secretary. Current F0002 instructions list an additional $10 filing fee for that resolution.

☐ Name checked against current South Carolina records

☐ Certified board resolution attached, if a fictitious name will be used

☐ Professional-corporation statements and licensing requirements completed, if applicable

5.2 Principal office and South Carolina registered office

Principal-office street address: [________________________________]

City, state, ZIP, and country: [________________________________]

South Carolina registered-office street address: [________________________________]

City and ZIP: [________________________________]

Registered agent name: [________________________________]

Registered agent signature consenting to appointment: [________________________________]

5.3 Directors and principal officers

If the corporation has no directors, F0002 requests the names and addresses of the persons exercising the directors' statutory authority.

5.4 Authorized shares

Enter “none” if no shares are authorized or issued, as the form instructs.

5.5 Effective date and execution

☐ Effective when accepted for filing

☐ Delayed effective date requested, no later than 90 days after filing: [__/__/____]

Corporation name: [________________________________]

Officer signature: [________________________________]

Printed name: [________________________________]

Officer position: [________________________________]

Date: [__/__/____]

F0002 requires the registered agent's consent signature and an officer's signature. It does not include a notary acknowledgment; S.C. Code § 33-1-200(g) provides that an acknowledgment or verification may, but need not, be included.

6. CORPORATION INITIAL ANNUAL REPORT (CL-1)

S.C. Code §§ 33-15-103(c) and 12-20-40 require a foreign corporation to submit the Initial Annual Report of Corporations with its authority application. Current CL-1 carries a $25 minimum license fee.

6.1 Identifying information

Legal name: [________________________________]

FEIN: [__-_______]

South Carolina commencement or expected commencement date: [__/__/____]

Incorporation date: [__/__/____]

State and country of incorporation: [________________________________]

Month books close: [________________________________]

Nature of business: [________________________________]

Subchapter S election made? ☐ Yes ☐ No

6.2 Contact and share information

Phone: [________________________________]

Email: [________________________________]

Principal-office address: [________________________________]

Mailing address: [________________________________]

Registered-agent name and address: [________________________________]

6.3 Owner, officer, and director information

CL-1 requests each listed person's name, title, address, and Social Security number. Handle the tax form and identifying information securely.

Authorized signer: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

7. TRACK B — FOREIGN LIMITED LIABILITY COMPANY (F0008)

7.1 Name and jurisdiction

Exact LLC name: [________________________________]

South Carolina fictitious name, if required: [________________________________]

Home state or country: [________________________________]

If the true name does not satisfy South Carolina law, S.C. Code § 33-44-1005 requires a fictitious name supported by a resolution of the managers for a manager-managed LLC or the members for a member-managed LLC.

☐ Name checked against current South Carolina records

☐ Required fictitious-name resolution attached, if applicable

7.2 Offices and agent for service

Principal-office street address: [________________________________]

City, state, ZIP, and country: [________________________________]

Current designated office in South Carolina: [________________________________]

City and ZIP: [________________________________]

Agent-for-service name: [________________________________]

Agent's South Carolina street address: [________________________________]

City and ZIP: [________________________________]

Agent signature consenting to appointment: [________________________________]

7.3 Duration, management, and member liability

☐ At-will / no specified term

☐ Specified term ending or described as: [________________________________]

Management: ☐ Member managed ☐ Manager managed

If manager managed:

☐ No member is liable for LLC debts under a provision similar to S.C. Code § 33-44-303(c)

☐ One or more members have that liability; the F0008 box is checked

The current F0008 does not request the LLC's formation date, ownership-interest schedule, nature of business, South Carolina principal-business address, or delayed effective date.

7.4 Execution

Signature: [________________________________]

Printed name: [________________________________]

Capacity: ☐ Member of member-managed LLC ☐ Manager of manager-managed LLC

Date: [__/__/____]

The F0008 instructions require a manager to sign for a manager-managed LLC and a member to sign for a member-managed LLC. The form does not contain a notary acknowledgment.

8. PRE-FILING CHECKLIST

☐ Correct corporation or LLC track selected

☐ Need to qualify reviewed under the correct statute

☐ Current F0002 or F0008 opened from Business Filings Online

☐ Live filing fee confirmed

☐ Exact legal name and home jurisdiction match the certificate

☐ Original certificate of existence is no more than 30 days old

☐ Fictitious-name resolution included, if required

☐ Principal office, South Carolina office, and registered-agent information completed

☐ Registered agent signed the current form

☐ Corporation date, duration, directors, officers, authorized shares, and effective date completed, if applicable

☐ Corporation CL-1 completed and $25 minimum license fee included

☐ LLC specified term, management structure, managers, and member-liability question completed, if applicable

☐ Correct authorized person signed; no unnecessary notary block added

☐ Filing copy and payment record retained

9. ONGOING CORPORATION COMPLIANCE

9.1 Department of Revenue annual report and return

Every qualified foreign corporation that is not exempt under S.C. Code § 12-20-110 files an annual report with SCDOR. After the initial CL-1, the report is combined with the applicable corporate income-tax return. Section 12-20-20 generally places the annual-report deadline on the fifteenth day of the fourth month after the taxable year closes unless another rule applies. Current SCDOR guidance lists the C-corporation return on that fourth-month schedule and the S-corporation return on the fifteenth day of the third month after year end.

Tax year end: [________________________________]

Return type: ☐ SC1120 ☐ SC1120S ☐ Other [____________]

Next filing due: [__/__/____]

Responsible person: [________________________________]

☐ SCDOR annual filing and license fee calendared

The annual corporate license fee is calculated under S.C. Code § 12-20-50; it is not a flat Secretary of State renewal fee. Confirm the current computation and any exemptions or special rules with SCDOR or a South Carolina tax professional.

9.2 Changes, withdrawal, and revocation

• Obtain an amended certificate of authority under S.C. Code § 33-15-104 if the corporation changes its name, duration, or state or country of incorporation.
• File a statement of change under § 33-15-108 for a registered-office or registered-agent change; new-agent written consent is required.
• To end authority, file an application for certificate of withdrawal under § 33-15-200. The application appoints the Secretary of State for service on pre-withdrawal causes of action and supplies a mailing address for process; it does not require maintaining a registered agent for one year.
• Under §§ 33-15-300 and 33-15-310, annual-report, tax, registered-agent, filing, false-document, dissolution, and merger issues can support revocation. For the notice-based grounds in § 33-15-300(a), the corporation generally has 60 days after notice to correct or disprove the grounds.

10. ONGOING LLC COMPLIANCE

South Carolina Chapter 33-44 does not impose a recurring Secretary of State annual report on a foreign LLC. Tax returns and fees may still apply based on the LLC's federal and South Carolina tax classification. Current CL-1 instructions state that an LLC completes CL-1 only if it is taxed as a corporation.

Tax classification: [________________________________]

Applicable SCDOR return: [________________________________]

Next tax filing due: [__/__/____]

☐ South Carolina tax obligations confirmed with SCDOR or a tax professional

• Use the current amended-authority filing when required; the statutory fee is $110.
• File the current statement of change when the designated office or agent changes; the statutory fee is $10.
• S.C. Code § 33-44-1006 authorizes revocation for unpaid fees, taxes, or penalties; failure to maintain or update the agent; or a material misrepresentation. The Secretary must send at least 60 days' notice, and timely cure prevents revocation.
• To end authority, file a certificate of cancellation under § 33-44-1007; cancellation does not end the Secretary of State's authority to accept service for claims arising from South Carolina business.

11. CONSEQUENCES OF OPERATING WITHOUT AUTHORITY

For a corporation, S.C. Code § 33-15-102 bars maintaining a South Carolina proceeding until authority is obtained and provides a civil penalty of $10 per day, capped at $1,000 for each year, while preserving the validity of corporate acts and the ability to defend a proceeding.

For an LLC, S.C. Code § 33-44-1008 bars maintaining a South Carolina action or proceeding until authority is obtained but preserves contracts, acts, the ability to defend, and statutory liability limitations. Operating without authority appoints the Secretary of State as agent for claims arising from the South Carolina business.

12. CURRENT OFFICIAL SOURCES

• South Carolina Secretary of State — Business Entities
• Form F0002 — Foreign Corporation Certificate of Authority
• Form F0008 — Foreign LLC Certificate of Authority
• SCDOR Form CL-1 — Initial Annual Report of Corporations
• SCDOR Corporate Filing FAQs
• S.C. Code Title 33, Chapter 15 — Foreign Corporations
• S.C. Code Title 33, Chapter 44 — Uniform Limited Liability Company Act
• S.C. Code § 33-1-220 — Corporation filing fees
• S.C. Code Title 12, Chapter 20 — Corporate annual reports and license fees