How to File a LLC or Corporation Amendment

Limited liability companies (LLCs) and corporations are authorized by state law to conduct business within South Carolina. But like most things, information about your LLC or corporation may change as your business changes. This means that to remain in compliance with state law, you must update this information by filing an amendment to your South Carolina Articles of Organization or Articles of Incorporation.

If this sounds overwhelming, don’t worry. Let’s walk through the process of filing Articles of Amendment in South Carolina, when you need to do so, and how we can help.

Amending a South Carolina LLC Articles of Organization

If you need to make changes to a South Carolina LLC, this section will show you how. If you need to make changes to a South Carolina corporation, keep scrolling to the section titled “Amending a South Carolina Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

Your LLC doesn’t come into existence until you file Articles of Organization with the South Carolina Secretary of State. The Articles of Organization establishes the foundation for your business. South Carolina law requires that the Articles of Organization includes information about your LLC, including:

• The name of your organization
• The address of the initial designated office
• The name and street address of the initial registered agent
• The names and addresses of each organizer
• Whether the organization is to exist in perpetuity or will end after a specified period
• Whether the organization will be manager-managed, and if so, what the names and addresses of each initial manager are
• Whether one or more of the members are liable for debts and obligations

South Carolina law allows organizers of an LLC to include any information from the operating agreement in the Articles of Organization, as well.

Generally speaking, if you need to make changes to this information, then you’ll need to file amendment paperwork. However, if you need to change the LLC’s principal office address, registered agent, or registered office, you’ll need to file a different form: the Notice of Change of Designated Office, Agent or Address of Registered Agent.

Step 2: Identify and gather the information you need to amend

Before you begin filing your paperwork, it’s helpful to narrow down what amendments you’ll be making and check that you have the right information on hand. To file an amendment, you’ll need to file the Amended Articles of Organization paperwork. This form lets you make a variety of changes, including changing your business name, how your LLC is managed, and more. Basically, as long as the change is permitted by law, you can use the amendment paperwork to make the change.

It’s helpful to gather the information you’ll need to make each change before you get started with filing. For example, if you’re going to be changing your name, you’ll want to confirm your old name and the right spelling and designator. If you’re amending provisions you added, you’ll want to double-check that you got the right wording for your changes.

This form also asks for your current business name and the capacity of the person filing the form. Make sure you’ve got that information on hand before you file.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in South Carolina, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business, but this needs to be done with a different form.

Are there penalties if I don’t?

You need to amend your LLC’s Articles of Organization whenever you change something about your LLC that you included in the original Articles. You can amend your Articles of Organization to add information, as well. Failing to amend the Articles of Organization means you’re not in compliance with South Carolina law. 

Although amending your Articles of Organization may seem like an unnecessary task, it’s very important. The South Carolina Secretary of State keeps a record of each registered entity in the state. The Secretary of State does this as a way of protecting the public. Having up-to-date information helps ensure that the public can obtain any information they want about your LLC that is public information. Any member of the public could contact your business and have the information they need for compliance and auditing purposes.

Not complying with state law can cause you unnecessary hardship. The Secretary of State won’t issue a South Carolina Certificate of Existence (which is sometimes called a Certificate of Good Standing) to an LLC that falls out of compliance with state law. That can have huge consequences for a small business. You might not be able to secure financing or attract investors if you can’t get a Certificate of Existence. That means you could miss out on growth opportunities because you can’t raise capital. Additionally, you may not have a chance to operate your LLC in another state if you can’t get a Certificate of Existence from South Carolina.

Step 3: File your Amended Articles of Organization with the Secretary of State

The next step is to file your paperwork. In South Carolina, this means filing the Amended Articles of Organization. The state allows you to file this form online, or you can submit a paper form by mail or an in-person drop-off at the Secretary of State office. Either way, you’ll need to fill in the form with the information you gathered in Step 2. If you need more space, you can attach additional sheets containing references to the appropriate paragraph.

If filing by mail, you’ll need to submit two copies of the Amended Articles of Organization, the original and a duplicate. To have a filed copy returned to you by mail, include a self-addressed stamped envelope.

At the time of this filing, this form costs $110 to complete. Once it’s processed, your amendment will go into effect.

Amending a South Carolina Corporation Articles of Incorporation

Need to make changes to a South Carolina corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In South Carolina, the Articles of Incorporation are what formally create your business in the state. Your corporation technically doesn’t exist until you file this form. It asks for a variety of information about your business, including:

• Your corporation’s name
• Name and address of your registered agent
• Number and classes of shares that your corporation will be allowed to issue
• Any optional provisions you wish to include
• Name and address of each incorporator

Generally speaking, if you need to make changes to this information, you’ll need to file an amendment. However, if you’re changing your principal business address or your registered agent/registered office, you’ll need to use different forms. More on that later.

Step 2: Identify and gather the information you need to amend

Before you begin the paperwork step, it’s helpful to narrow down what information you’re going to be changing. To make amendments, you’ll need to file the Articles of Amendment for a corporation. This form lets you make a variety of changes, including your company name, the shares you issue, and even provisions you added.

You’ll want to gather the information for these changes. For example, if you’re going to be changing your business name, you’ll want to confirm your old one and check the spelling and designator you’ll use for your new name. The form will also ask you to provide information about how your amendment was approved, so you’ll need to track down the vote that approved the amendment.

Gathering this information now can help streamline your filing process.

Step 3: File your Articles of Amendment with the Secretary of State

South Carolina allows you to file your Articles of Amendment online, by mail, or in person. If you file by mail, you’ll need to download the Articles of Amendment form from the Secretary of State’s website and drop it off or mail it to their office. No matter how you file, you’ll need to fill in the form with the information you gathered in Step 2.

At the time of this writing, this form costs $110 to submit. Once the form is processed, your amendment goes into effect.

As we said earlier, you can’t change your principal business address with an amendment. Instead, you’ll need to file Form SC8822B, “Update Name/Address/Contact Information for Business,” with the South Carolina Department of Revenue. You can do so by downloading the paper form or by going online to the South Carolina free online tax portal, MyDORWAY.

If you’re changing your registered agent or registered office, you’ll need to file a different form: the Notice of Change of Registered Office or Registered Agent of a South Carolina or Foreign Corporation. There’s a small filing fee, and two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

South Carolina Articles of Amendment vs. Restated Articles of Organization/Articles of Incorporation

In some cases, you may elect to file Restated Articles of Organization or Restated Articles of Incorporation rather than Articles of Amendment. Repeatedly filing amendments to Articles of Organization can create confusion. Filing restated articles helps clear the confusion up. 

The South Carolina Secretary of State recommends filing restated Articles of Organization or Articles of Incorporation to consolidate all your amendments into one document. However, for the Articles of Organization, you can only restate the existing Articles and amendments; if you need to introduce a new amendment, you must include an amendment with your restated Articles.

You can file a Restated Articles of Organization online or via US mail. The filing fee is $110.

If you’re restarting the Articles of Incorporation, you can use the same Restated Articles of Incorporation to add new amendments, but the filing fees differ. If you have no new amendments, the fee is $10; with new amendments, the fee is $110.

For both forms, you’ll need to include the original and a copy. If you’d like a copy returned to you, include a self-addressed stamped envelope.

South Carolina Articles of Amendment vs. Articles of Correction

You can’t use a Statement of Correction to change any information in your Articles of Organization or Articles of Incorporation. Instead, use the Statement of Correction when you need to correct a mistake — for example, to correct a defective signature.  

Filing a Statement of Correction form online is generally the most efficient method. However, you can elect to file the document by mail if you choose. The filing fee is $2 for LLCs and $10 for corporations (as of this writing).

South Carolina Articles of Amendment vs. Change of Registered Office or Agent

If you have a corporation and you only need to change your registered agent’s name or address, you can’t use the Articles of Amendment. Instead, you must submit the “Notice of Change of Registered Office or Registered Agent of a South Carolina or Foreign Corporation” form. This form is simpler and cheaper to file than the full amendment ($10 at the time of this writing).

If you have an LLC and you need to change the LLC’s principal office address, registered agent, or registered office, you’ll need to file a different form: the Notice of Change of Designated Office, Agent or Address of Registered Agent.

You can file either of these online or by paper, and there’s a small filing fee for each.

We can help keep your South Carolina business compliant

Running a successful business is incredibly demanding. You need to stay ahead of the game. The most important thing you can do is to stay focused on your goals. We can help you with the rest. We have the tools to help you succeed, such as our Worry-Free Compliance service (which includes up to two amendments on an annual basis), LLC or corporation formation service, and amendment service.