Which Entity Types can be registered with the Secretary of State?

• Corporation
• Statutory Close Corporation
• Limited Liability Company (filing as a Corporation) 
• Limited Liability Company (multiple member)
• Limited Liability Company (single member)
• Limited Liability Limited Partnership 
• Limited Liability Partnership (filing as a Corporation)
• Limited Liability Partnership (not filing as a Corporation)
• Limited Partnership
• Non-Profit Corporation
• Professional Corporation

Notice that Partnerships and Sole Proprietorships are not registered with the Secretary of State’s office.

What is Foreign Residency of Business?
Any business entity type that is organized under the laws of another state or country.

Does a Foreign Business Entity have to have a Certificate of Authority to do Business in South Carolina?
Yes, a foreign business entity type as previously defined, may not transact business in South Carolina until it obtains a Certificate of Authority from the Secretary of State. Guidelines for who needs to register: SECTION 33-15-101 -- Authority to transact business required.

1) If the business entity has a physical location in South Carolina or has inventory in South Carolina, in other words, if the business has a presence in South Carolina, then the business is transacting business in South Carolina. A business merely owning property in South Carolina does not constitute doing business in South Carolina.

2) The following activities, among others, do not constitute transacting business within the meaning of above: 
     a.  maintaining, defending, or settling a proceeding;
     b.  holding meetings of the board of directors or shareholders or carrying on other 
          activities concerning internal corporate affairs; 
     c.  maintaining bank accounts; 
     d.  maintaining offices or agencies for the transfer, exchange, and registration of the
          corporation's own securities or maintaining trustees or depositories with respect
          to those securities; 
     e.  selling through independent contractors; 
     f .  soliciting or obtaining orders, whether by mail or through employees or agents or
          otherwise, if the orders require acceptance outside this State before they become
          contracts; 
     g.  creating or acquiring any indebtedness, mortgages, and security interests in real
          or personal property;
     h.  securing or collecting debts or enforcing mortgages, security interests, or other
          rights in property securing debts;
     i.  owning, without more, real or personal property;
     j.  conducting an isolated transaction that is completed within thirty days and that is
         not one in the course of repeated transactions of a like nature; 
     k.  transacting business in interstate commerce;
     l.  owning and controlling a subsidiary corporation incorporated in or transacting
         business within this State; or 
     m.  owning, without more, an interest in a limited liability company organized or
           transacting business in this State.

This list of activities is not exhaustive. You may want to consult with an attorney to determine your business requirements to South Carolina.

A foreign business entity transacting business in South Carolina without a Certificate of Authority may not maintain a proceeding in any court in this State until it obtains a Certificate of Authority.

How do I Prepare for Entering and Submitting a Start New Business or Adds Existing Application?
Check List for Adding a Business to SCBOS that was previously registered in South Carolina
Check List for Registering a Business for the first time in South Carolina

Is the Business or entity Name that is accepted by the Secretary of State automatically Trade Marked in the State of South Carolina?
No. The Secretary of State maintains a database of unique business entity names. When SCBOS indicates that the business entity name is unavailable, it means that a business of the same entity name is already registered with the Secretary of State. If the business entity name is available, you will be able to click on “Next” to proceed to the next screen.

A trademark or service mark may be registered separately with the Office of the Secretary of State provided the mark meets all the requirements of the South Carolina Trademark and Service Mark statute. Registration of the mark should be renewed every five years. Go to www.scsos.com for more information.

How do I Assume a Business Name?
Only a limited partnership (Foreign or Domestic) can assume a business name. If you are registering a new business through SCBOS, you may then apply for an “Assumed Business Name”. Click on "Apply for Licenses/Permits/Registrations" located on the Location Home Page. The “Assumed Business Name” item will not appear in the list until after all Licenses/Permits/Registrations associated with registering a location are accepted.

How do I Adopt a Fictitious Name?
Only foreign businesses may adopt a fictitious name. A fictitious name can be obtained for a foreign (out of state) business that is authorized to transact business in this State because its legal entity name is already registered in the State of South Carolina. The following entity types may apply: a foreign Corporation, a foreign LLC, a foreign Non-Profit Corp., a foreign Professional Corp., and a foreign Statutory Close Corporation.

When executing the “Start New Business” workflow, if the business entity name of a foreign business is unavailable, the user is asked to enter a fictitious business name. In this way both the legal business entity name and the fictitious business entity names are registered.

Do I need to Register or Reserve a Business Name?
Reserving a business name is not the same as registering a business.

If you would like to reserve a business entity name prior to registering a business entity with the Secretary of State then select “Reserve Name”. This is done if you are not ready to file your articles of incorporation because, for example, the agent’s name is unknown. A name reservation is only good for 120 day nonrenewable period. Foreign and domestic entities can Reserve a name for 120 days under §33-4-102, 33-31-402, 33-44-106. Foreign entities may reserve their legal name or a fictitious name.

Foreign entities also have the option to Register a name under §33-4-103, 33-31-403, 33-44-107. A foreign entity may choose to do this if they are planning on expanding into SC, but they are not yet transacting business. This registration of the name is good for one calendar year (they all expire December 31st). Only a legal name can be registered. If a foreign company is looking to hold a fictitious name, they must do this under reserve, not register.

Once the entity name (not business) is registered (reserve or register a name), a reference number will be issued by the Secretary of State’s office. This number is then used when you register the business in SCBOS.


NOTE: If you are filing your articles, domestic or foreign, you DO NOT have to reserve or register an entity name.

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