Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in North Carolina and you are looking to open a second location in South Carolina, you may need to complete a foreign qualification in South Carolina before you can expand there.
Important Note: If you’d like to save time and have the foreign qualification paperwork taken care of for you, many of the best LLC services can handle this task for you.
Foreign qualifying is essentially asking permission to do business in the state of South Carolina. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in South Carolina yields consequences that are far costlier than registering in the first place.
If you fail to foreign qualify, your business could be cut off from its business activities in South Carolina by the Attorney General. Plus, your LLC will no longer be able to maintain a lawsuit in any South Carolina courts. It’s not worth the risk and better to foreign qualify as soon as you begin doing business in the state.
You can read more about possible penalties in the South Carolina LLC Act, Sections 33-44-1008 and 33-44-1009.
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in South Carolina? Peruse the state’s LLC Act, and you’ll find little specificity on the topic. However, tax laws tell us that you are most often considered to be “doing business” and required to foreign qualify if:
Another consideration is LLC taxes. Depending on how you’ve set up your LLC, you may be subject to certain business-related taxes in South Carolina, and foreign qualification notifies the state of your tax status. Without this registration, you could end up with much larger penalties down the road. It’s important to always stay on top of your LLC’s taxation requirements to avoid any unwelcome surprises.
If you’re unsure whether or not you need to file for a foreign qualification in South Carolina, we suggest seeking legal counsel.
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in South Carolina. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
Find a complete list of these exemptions in the South Carolina LLC Act, Section 33-44-1003. After reviewing your LLC’s business activities in the state, if you find them all here, you’re probably off the hook for foreign qualification. Still, it’s wise to seek legal advice if you have questions.
Foreign qualification in South Carolina is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in South Carolina, you’ll need to apply for a Certificate of Authority either through the online filing system or by mailing the appropriate form.
For both filing methods, you’ll need to include two things with your application:
If your goal is expediency, online filing is your friend. Access the Business Entities Online portal to start the process. Select “Start a New Business Filing” and search your desired or reserved name, then click “Add New Entity.” Follow the on-screen instructions, and you’ll be finished before you know it.
Even though it’s not as fast, filing by mail is a reliable option too. The form you need is the “Application for a Certificate of Authority by a Foreign LLC to Transact Business in South Carolina.” When finished, mail your form, Certificate of Existence, and payment to:
Secretary of State
1205 Pendleton Street, Suite 525
Columbia, South Carolina 29201
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification, and you’re embarking on another chapter in the life of your business.
Remember that, like other states, South Carolina has its own specific rules for business entity names. Before submitting your application, it’s a good idea to confirm that your LLC name follows them. It must:
You can also reserve your South Carolina business name if you’re not quite ready to foreign qualify your LLC.
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a jurisdiction where you don’t have permission to do so.
You’ll typically need to wait roughly 24 hours for the state to process an online submission. If you choose to mail your forms, South Carolina usually takes around 2-3 business days after it receives the documents.
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with South Carolina state law. For more information about business licenses and more in this state, check out the state’s convenient Licenses, Permits, and Registration webpage.
No. Whether you operate a domestic or foreign LLC in this state, you are not required to file a South Carolina LLC Annual Report.
The overall costs of operating a South Carolina LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your South Carolina registered agent.
The service then registers your Application for a Certificate of Authority with the state to qualify your LLC to do business in South Carolina.
Disclaimer: The content on this page is for informational 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.
South Carolina Business Resources
Foreign Qualification by State
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