South Carolina corporation amendments

How to Amend South Carolina Articles of Incorporation

South Carolina law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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To start operating as a business in South Carolina, your corporation must complete and submit Articles of Incorporation to the Secretary of State. If you’re just starting your South Carolina corporation, you may consider using our South Carolina corporation formation service to help you comply with state laws and regulations. If you have already completed the formation process and need to make some changes, by state law you also need to update this information with the state. Let’s walk through how to amend your South Carolina Articles of Incorporation and how we can help. 

Step 1: Determine if you need to change your South Carolina Articles of Incorporation

What was best for your South Carolina corporation upon formation may not be what is best for it now. Virtually, any changes to any information in your original Articles of Incorporation must be filed with the Secretary of State. But not all changes require a South Carolina Articles Amendment, so it’s important to know what does.

A Certificate of Existence is a legal document that confirms that your corporation is compliant with South Carolina state regulations. Many states call this a “Certificate of Good Standing.” Investors and lenders may request a Certificate of Existence to verify that your business is compliant. To receive a Certificate of Existence, your business must be current on all filings with the state, which includes having an accurate Certificate of Incorporation. 

Step 2: Gather information for your South Carolina amendment

Any changes that alter the information on your original Articles of Incorporation must be updated with the South Carolina Secretary of State. Some of these changes are made using Articles of Amendment. 

Corporate Name Change

Changes to the name of your corporation need to be reported using Articles of Amendment. Your Articles of Amendment need to include a statement either that the shareholders adopted the change or that the board adopted the change and shareholder approval wasn’t required. Typically, small changes to the name of the corporation — e.g., substituting the word “corporation” for “incorporated” — may be made by the board of directors without a full shareholder vote.

Changes to Shares

A South Carolina Articles of Incorporation Amendment is required any time your corporation changes terms of the shares offered. This includes exchange, reclassification, or cancellation of shares. There is a separate section on the South Carolina Articles of Incorporation Amendment form to explain how the amendments impact shareholders. 

Step 3: Reporting other changes

It’s important to make sure all changes are recorded. Some require different paperwork than the South Carolina Articles of Incorporation Amendment form. 

Registered Agent

Change your registered agent by filing a Notice of Change of Registered Agent form with the South Carolina Secretary of State, Business Filings Division. South Carolina requires each corporation to have a registered agent. Need a resident agent you can trust? Check our registered agent service and see how we help you meet this requirement with ease. 

Corporation Address

Changing the corporation’s principal place of business or mailing address isn’t done using a  South Carolina Articles of Incorporation Amendment form. This change can be made on the business’s annual tax return. Submit a Change of Address/Business Location form, or send a letter to the Department of Revenue on corporate letterhead, signed by an officer of the corporation. 

Officers and Directors

Officer and director information needs to be provided on the corporation’s annual report, which is filed with the Department of Revenue, including changes. Filing an accurate annual report is an important component of business compliance. If you need assistance with your annual report or other recurring administrative filings, our annual report tracking tool can help you stay compliant and avoid penalties. 

Step 4: Amend your Articles of Incorporation in South Carolina

Making a South Carolina Articles of Incorporation Amendment requires that you file two copies of the Articles of Amendment with the South Carolina Secretary of State, Division of Business Filings. Information required on the Articles of Amendment form includes: 

  • The name of the business corporation;
  • The text of each amendment adopted;
  • Details regarding changes in shares;
  • Adoption date for each amendment;
  • Whether shareholders approved the amendment and details regarding the vote; and
  • A statement that shareholder approval was not required if the board of directors adopted the amendment.

Submit your South Carolina Articles of Amendment online, by mail, or in person. The South Carolina Secretary of State accepts cash, personal checks, money orders, and debit/credit cards. 

Let us help you maintain your corporation’s good standing

Keeping up with all the administrative details, tracking changes, and filing paperwork with the correct government entities can take you away from doing the thing you do best, which is running your business. Our Worry-Free Compliance service can help you stay on track and includes up to two amendments yearly. If you’re just getting started, you can take advantage of our business formation services and learn more about how our team can help you grow. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a South Carolina Amendment to Articles of Organization?

    Amendments to South Carolina Articles of Incorporation may be submitted by domestic and foreign corporations that are for-profit and nonprofit. Domestic and foreign limited liability companies and limited partnerships also use Articles of Amendment to amend their Articles of Organization. Each business entity has its own form.

  • How much does it cost to file an amendment?

    Fees are subject to change and can be found at businessfilings.sc.gov.

  • Who can file a South Carolina corporation amendment?

    Any person authorized by the corporation can file the amendment. By signing the document, they’re certifying that the information is true.

  • Where do I file a South Carolina corporation amendment?

    You can submit your South Carolina Articles of Amendment online, by mail, or in person.

  • Is a South Carolina corporation amendment the same as an annual report?

    An annual report is necessary to remain in good standing in South Carolina, but not all changes can be made on the annual report. Changes to directors and officers may be made on the annual report. Changes to shares and the name of the corporation require Articles of Amendment.

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