why do you need an attorney signature when filing for a corp in south carolina

Additionally, you are required to have an attorney approve the filing and need the attorney’s signature to form the corporation. Forming a corporation is not to be taken lightly and your failure to act like a corporation can subject you to personal liability for the operation of your business.

Full Answer

Do I need an attorney to incorporate in South Carolina?

Please note, South Carolina requires that an attorney licensed to practice in South Carolina sign the Articles of Incorporation. The attorney fee is included with the state fee we display in our pricing.

How do I set up an S Corp in South Carolina?

Starting a South Carolina LLC and electing S corp tax status is easy....Step 1: Name Your LLC. ... Step 2: Choose Your South Carolina Registered Agent. ... Step 3: File the South Carolina LLC Articles of Organization. ... Step 4: Create an LLC Operating Agreement. ... Step 5: Get an EIN and Complete Form 2553 on the IRS Website.

What legal documents does an incorporated business require?

Legal Documents Needed To Incorporate Your BusinessRequest for Reservation of Corporate Name. This form verifies and reserves the proposed corporate name. ... Articles of Incorporation. ... Corporate Bylaws. ... Minutes of First Meeting. ... Stock Certificate(s).

What document is necessary to form a corporation?

Articles of Incorporation, also referred to as a certificate of formation, is the document necessary to form a corporation. Articles of Incorporation are filed with the secretary or department of state where the corporation is organized.

Does South Carolina tax S corps?

S Corporations are required to withhold 5% of the South Carolina taxable income of shareholders who are nonresidents of South Carolina. To avoid penalty and interest, file the SC1120S-WH and submit your Withholding Tax payment by the 15th day of the third month following the S Corporation's taxable year end.

Who must file a SC corporate tax return?

Generally Corporate taxpayers whose South Carolina tax liability is $15,000 or more per filing period must file and pay electronically. To file by paper, use the appropriate form.

Who may form a corporation?

“Incorporators are those stockholders or members mentioned in the Articles of Incorporation as originally forming and composing the corporation, and who are signatories thereof.”

What is the process of incorporation?

The process of incorporation involves writing up a document known as the articles of incorporation and enumerating the firm's shareholders. In a corporation, the assets and cash flows of the business entity are kept separate from those of the owners and investors, which is called limited liability.

What is S Corp vs C Corp?

The C corporation is the standard (or default) corporation under IRS rules. The S corporation is a corporation that has elected a special tax status with the IRS and therefore has some tax advantages. Both business structures get their names from the parts of the Internal Revenue Code that they are taxed under.

What are three drawbacks of forming a corporation?

Before becoming a corporation, you should be aware of these potential disadvantages: There is a lengthy application process, you must follow rigid formalities and protocols, it can be expensive, and you may be double taxed (depending on your corporation structure).

Can a corporation be owned by a single person?

A One-Person Corporation (OPC) is a corporation with a single stockholder, who can only be a natural person (who must be of legal age), trust or estate. As an incorporator, the “trust” does not refer to a trust entity but rather pertains to the subject being managed by a trustee.

How do I name my business?

Naming your business involves several variables. From naming guidelines to brainstorming your brand, we have it covered. To learn more, visit our H...

Do I need to get a DBA (Doing Business As) or trade name for my business?

South Carolina does not allow businesses to operate under a DBA or trade name. Fortunately, most businesses do not need a DBA. The name of the corp...

Is a registered agent service worth it?

Using a professional registered agent service is an affordable way to manage government filings for your South Carolina corporation. For most busin...

What happens if I don’t have a registered agent?

If you don't have a registered agent, there are negative consequences in most states. Your business could be penalized with lawsuits and fines, los...

What is a Corporate Director?

A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of...

What is a Share Class?

A share class is a group of shares that has a unique set of rights and privileges compared to other shares of the same corporation.

What is an S corporation?

An S corporation is a tax designation that can be used by corporations and LLCs alike. S corporations are taxed as pass-through entities. This mean...

What is a C corporation?

A C corporation is the default structure of an incorporated company. It’s a separate legal entity from its owners with a basic operational structur...

How many authorized shares should my corporation list?

New corporations should list a high number of authorized shares on their South Carolina Articles of Incorporation. Most legal and business professi...

What is an authorized share vs an issued share?

Authorized shares are the number of shares that a corporation is allowed to issue. This number is initially set by the incorporator on the corporat...

How to create a corporation in South Carolina?

Your corporation is legally created by filing Articles of Incorporation with the South Carolina Secretary of State. You can complete and file the articles online or you can file paper articles by mail. The articles must include:

Who signs the articles in South Carolina?

The articles must be signed by an attorney licensed to practice in South Carolina certifying that the articles comply with the state's legal requirements. The Secretary of State articles form contains a space for the attorney to sign.

What are corporate bylaws?

Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.

How much does it cost to register a business in South Carolina?

To register, you must file an Application for a Certificate of Authority to Transact Business with the South Carolina Secretary of State and pay a $135 filing fee. A CL-1 Form must be filed with the application. The application may be filed online or by postal mail.

How long does it take to file Form 2553?

The election should be filed within two months and 15 days after the beginning of the corporation's first tax year.

How long does it take to prepare a meeting minutes for a S corporation?

It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo's website. 8.

How to keep corporate records?

Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier (a corporate records book and company seal come with Nolo's corporate formation service ).

How to notify a business in SC?

NOTE: If you want to legally notify a SC business through their registered agent service, just send a certified letter directly to their registered agent name and registered office address.

Why do you need a business license in South Carolina?

The reason for this requirement is that the state and the public need a way to legally serve your business in South Carolina.

What is corporate guide?

Our guides are business experts whose sole job is to provide phone and email support for all your toughest business questions.

How to open a corporation in South Carolina?

You can open a corporation in South Carolina by filing the Certificate of Incorporation, creating corporate bylaws, and choosing your initial director (s).

What is the first step in starting a corporation in South Carolina?

Choosing a business name is the first step in starting a corporation. You must choose a unique name that complies with South Carolina corporation naming requirements.

What is a business credit card in South Carolina?

Much like a business bank account, a dedicated business credit card will help your South Carolina corporation separate your personal and professional expenses.

How much does it cost to incorporate?

The cost of incorporating (filing formation documents such as Articles of Incorporation, a Certificate of Formation, etc.) is between about $45 and $300, depending on your state. There may also be attorney’s fees and a registered agent fee, among others.

How to build business credit?

Building business credit involves a number of factors, including establishing your business’s fundability, getting listed with the most important business credit agencies, and establishing credit lines while keeping them in good standing to build your score.

When are corporate annual reports due?

C corps must file Form SC1120, and S corps must file Form SC1120S. You can file either form online or by mail. The due date for both forms is April 15.

Can you sign a legal document in South Carolina?

Signing a legal document improperly can leave you open to personal liability. You must sign as a representative of the business and not as yourself. When signing legal documents on behalf of your South Carolina corporation, follow this formula to avoid problems:

How to contact South Carolina Department of Consumer Affairs?

If you are a consumer with a complaint against a South Carolina business, you should contact the South Carolina Department of Consumer Affairs at (803) 734-4200 or the Better Business Bureau. If you have a complaint against a business that involves potential criminal activity, you should contact local law enforcement.

Who investigates a nonprofit in South Carolina?

If the nonprofit is not a charitable organization, the Secretary of State has no authority to investigate the nonprofit. The South Carolina Attorney General is given the authority to investigate nonprofits under S.C. Code Ann. §33-31-171.

What is a CL-1 form?

A CL-1 form is a Department of Revenue form filed with the Secretary of State along with the Articles of Incorporation for all business corporations and nonprofit corporations formed as political associations.

Where are corporate bylaws kept?

Bylaws are kept with the corporate records at the corporation’s principal office.

Do business entities have to disclose their directors?

Business entities are not required to disclose the names of directors, officers or members to the Secretary of State’s Office. Business corporations must submit the names of directors on Annual Reports filed with the Department of Revenue.

Do corporations have to submit stockholders?

Corporations are not required to submit the names of stockholders to the Secretary of State’s Office. Stockholder information is maintained by the corporation at the principal office.

What is the most common method of filing articles of incorporation in South Carolina?

Online filing is the most common method of submission. The South Carolina Secretary of State (SOS) offers an online portal for new businesses to file their initial Articles of Incorporation.

How old do you have to be to get a certificate of good standing in South Carolina?

Foreign (out-of-state) corporations must provide a Certificate of Legal Existence or a Certificate of Good Standing that’s fewer than 30 days old, and may require additional forms of licensing to do business in South Carolina.

What is the importance of choosing a corporate name?

Choosing a corporate name is an important part of filing Articles of Incorporation. Each name registered with the state must be unique. The state has a search feature to help determine if your chosen name is available.

Do articles of incorporation have to include a CL-1?

Include supplemental form (s) In South Carolina, Articles of Incorporation must include Form CL-1 Initial Annual Report of Corporations. This means that corporations should have an initial annual report for the entity before filing. You may need to allot extra time to prepare it.

Who needs to register for a DBA in South Carolina?

Who needs to register for a South Carolina DBA? Sole proprietorships and general partnerships are the most common entities to register for a DBA; however, occasionally, a corporation or LLC will want to register one if they want to have a second business under their “corporate umbrella.”.

What is a DBA in South Carolina?

A DBA, also known as “Doing Business As,” Trade Name, Assumed Name, or Fictitious Name, is a name used by a business that is different from the legal name of the business. Related: How to start a business in South Carolina.

Why do businesses need a DBA?

A DBA is required for many businesses in order to legally operate and provides information on the people operating a business. In addition to the legal requirement, a DBA offers other benefits such as proving the existence of a business, opening a bank account under a business name, registering a merchant account to accept credit cards, and others.

What is the legal name of a sole proprietorship?

The legal name of a sole proprietor or partnership can be the owner’s full first and last name, which can be used without registering. For example, if John Smith starts a business repairing computers operating under John Smith, he doesn’t need to register.

Can a sole proprietorship use a social security number?

Sole proprietorships and single-member LLCs without employees can use the owner’s social security number to identify the business.

Can you trademark a business name in South Carolina?

While registering your Trade Name will keep someone else from registering the exact same name in South Carolina, it does very little from someone else operating a business under that name in other states. If stopping others from using your business name is important, you can protect it through a trademark.

Do you need a notary to sign a form?

The form and filing fees will vary by county. Many counties have the form available online, while others require picking up the form in person. Before signing the form, be sure to have a notary to witness the signing of the documents. Most County Clerk’s offices offer notary services at no cost.

Why do corporations need a seal?

Since a corporation is considered a separate entity, the corporate seal acted as the signature of the corporation. Any legal or official document that emanated from the corporation required a corporate seal. Individuals were not allowed to authorize certain corporate acts and so a corporate seal was necessary to prove corporate authority.

Why is a corporate seal necessary?

Individuals were not allowed to authorize certain corporate acts and so a corporate seal was necessary to prove corporate authority. However, as business became more fluid and as technology ushered in the digital age, the corporate seal became obsolete and to a certain extent, a hindrance.

Why are official stock certificates important?

Made official by the corporate seal, these certificates were necessary to show proof of ownership of corporate shares.

Do corporations issue stock certificates?

Today, the onset of brokers and electronic filings has made official stock certificates unnecessary. State corporation laws have done away with requiri ng corporations to issue paper stocks, and as a result, many publically traded corporations no longer issue paper certificates and have transitioned to electronically filing all corporate shares.

Can a corporate seal be used for bank accounts?

Today, a corporate seal may be used for deeds and for bank accounts, but even these uses of the corporate seal are becoming more and more rare. Rather than a corporate seal, state laws recognize the signature of an individual (s) with actual authority (i.e. CEO, director) as binding upon the corporation.

Is a stock certificate a title?

Stock certificates are no longer considered title, but merely evidence of title and courts will generally recognize the corporation's stockholder register as the official record of true shareholders. Like the corporate seal, official stock certificates are no longer required, but the certificates still provides an aura of authenticity, ...

Do corporations need a corporate seal?

A corporate seal is no longer required by LLCs or Corporations and any state in the United States. Although both a corporate seal and official stock certificates were once required for corporations, like spurs on a boot, these remnants of the past are no longer functional or relevant. States still generally recognize the legal power ...