1. What Is a South Carolina Certificate of Authority?
2. Requirements to Approve Foreign Qualification Application
3. When Companies Need a Certificate of Authority
4. South Carolina Foreign Qualification Requirements
5. Registered Agent Services
6. How to File a Certificate of Authority in South Carolina

What Is a South Carolina Certificate of Authority?

A South Carolina certificate of authority is a document required by companies that are not registered in South Carolina but intend to operate in the state. Before companies can do business in South Carolina, they must register with the South Carolina Secretary of State. Foreign companies that want to conduct business activities in South Carolina must file for a certificate of authority with the secretary of state. This process, known as foreign qualification, allows foreign entities to operate in South Carolina without registering in the state.

If a limited liability company (LLC) or corporation is registered in a state, it is considered a domestic entity. Companies incorporated outside of a state are known as foreign entities. In this context, the foreign entity is different than a company in another country.

Before a company can register or qualify to file a South Carolina certificate of authority, it should satisfy one of these conditions:

  • Have employees in the state.
  • Have an office and real estate lease in the state.
  • Operate a bank account in the state.
  • Own a vehicle registered in the state.
  • Bid on or handle government contracts.
  • Own real estate property as an absentee landlord.
  • File a lawsuit in the state against another party.
  • Be involved in construction contracts.
  • Have a telecommunications business.

Requirements to Approve Foreign Qualification Application

Failing to register for a certificate of authority might lead to fines or penalties. A foreign entity will need a certificate of authority when dealing with banks, vendors, and licensing agencies. The foreign company must also provide a certificate of good standing or another applicable document from the state of incorporation before the South Carolina Secretary of State can approve the application. The document must be issued within 30 days of filing for foreign qualification.

The application process takes between seven and 10 days. Additional time might be required to process the certificate of good standing from the company's state of incorporation.

When Companies Need a Certificate of Authority

Companies require certificates of authority for several reasons:

  • Recruiting employees that live in that state.
  • As a requirement for opening a physical facility or office within the foreign state.
  • As a prerequisite to entering into a contract or job in another state.
  • As a requirement when dealing with banks and vendors.
  • As a requirement for obtaining licenses and permits.

South Carolina Foreign Qualification Requirements

Before foreign entities can register or qualify for foreign qualification in South Carolina, they must provide this information in their application:

  • Name of the entity.
  • Home state and date of incorporation.
  • Certificate of authority.
  • Name and address of the registered agent.
  • Principal office address.
  • Mailing address.

Also, a foreign corporation must provide the name and business address of its directors and principal officers or people performing their roles on behalf of the corporation. The corporation must state the total number of authorized shares it can issue based on their class and series. For LLCs, the company must provide each manager's name and address. An LLC filing for foreign qualification pays $110 while a corporation pays $135 to the South Carolina Secretary of State.

Registered Agent Services

Foreign entities that wish to do business in South Carolina must retain the services of a registered agent throughout the application process. The registered agent serves as an intermediary between the company and the government. He or she receives all notices and correspondence from the state and forwards them to the company. Your certificate of authority application must include the physical address of a registered agent within the state. The registered agent can be an individual or business with a physical mailing address in South Carolina.

How to File a Certificate of Authority in South Carolina

Companies can file for a certificate of authority in South Carolina online or via mail in PDF format. For online applications, companies should create an account and complete the process on the South Carolina Secretary of State website. All PDF filings must be sent to the physical address of the South Carolina Secretary of State - Division of Business Filings, SC Secretary of State's Office, Columbia, SC. For inquiries, call the business filing division at 803-734-2158.

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