South Carolina Limited Liability Company Articles of Organization

Last Revised: August 9, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within South Carolina. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of South Carolina. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

South Carolina accepts the filing of an articles of organization form via U.S. mail or electronically via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in S.C. Code Ann. § 33-44-105. The name of the LLC must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online the USPTO's trademark database. While South Carolina does not offer a searchable database of trademarks, it publishes a list of all trademarks registered with the state in PDF format.

One may determine the availability of a proposed business name for use within South Carolina by querying the state's official Business Entity Search tool. As a rule of thumb, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

South Carolina imposes a fee of $110 for the filing of an articles of organization form.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the South Carolina Uniform Limited Liability Company Act of 1996 (S.C. Code Ann. § 33-44-101 et seq.).

The statutory requirements for a valid articles of organization filing are codified in S.C. Code Ann. § 33-44-202 and 203. The text of the statutes read as follows:

SECTION 33-44-202. Organization.

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing.
(b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.
(c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of a limited liability company.

SECTION 33-44-203. Articles of organization.

(a) Articles of organization of a limited liability company must set forth:
(1) the name of the company;
(2) the address of the initial designated office;
(3) the name and street address of the initial agent for service of process;
(4) the name and address of each organizer;
(5) whether the company is to be a term company and, if so, the term specified;
(6) whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and
(7) whether one or more of the members of the company are to be liable for its debts and obligations under Section 33-44-303(c).
(b) Articles of organization of a limited liability company may set forth:
(1) provisions permitted to be set forth in an operating agreement; or
(2) other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of Section 33-44-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) the operating agreement controls as to managers, members, and members' transferees; and
(2) the articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment.