The South Carolina LLC operating agreement is a legal document that is designed to guide the users of any size business in properly creating an agreement that would provided needed protections for any company. This agreement is not required in this State in order to conduct business within the State. However, without the implementation of the document, if legal issues should arise, whether by an individual, company or creditor, should the court find in favor of a plaintiff, the member(s)/owner shall be personally liable for restitution and could be ordered to liquidate personal assets and/or financial accounts. By completing the document, the owner/member(s) assets shall remain protected, although the business will remain liable.
The members/owner should review the document prior to completion and filing. If the members feel they need clarification of the language contained within the document, they may wish to consult with an attorney for further assistance.
Table of Contents
Multi-Member – For use by companies that will have more than one (1) managing member to agree upon various company policies and procedures among other aspects of the business. The members will have the opportunity to access protections that the document will offer all members.
Single-Member – For use by a sole proprietor who will establish the procedures and policies of their company, as well, take advantage of the protections the document offers.
A preliminary step to the LLC filing process is choosing of a unique business name which is distinguishable from that of any other on the State’s files (any similar or duplicate names will be declined by the Secretary of State). To ensure that your chosen business name is available, conduct a in the State’s database.
Step 1 – Choose Registered Agent
South Carolina State law demands that each LLC continuously maintains a Registered Agent for the purpose of receiving legal demands on behalf of the company.
The Registered Agent may be one of the following:
- Individual residing in South Carolina
- Authorized Domestic or Foreign corporation in South Carolina
- Authorized Domestic or Foreign LLC in South Carolina
Step 2 – Which LLC Type
Select your LLC type and complete the application that follows:
- Domestic – An LLC formed within the State
- Register – or Adobe PDF
- Foreign – An LLC initially formed in an outside jurisdiction
- Register – or Adobe PDF
- Online applicants will be required to create an
- Adobe PDF applications must be printed in duplicate
- Foreign filers must include a Certificate of Existence issued within thirty (30) days of filing
Step 3 – Filing Fee
A $110 filing fee must be supplied to the State in order for them to process your application. If filing by mail (Adobe PDF), have a check made out to the ‘South Carolina Secretary of State’ and send all articles to the address below. An online application may be paid for by credit card.
South Carolina Secretary of State’s Office, Attn: Corporate Filings, 1205 Pendleton Street, Suite 525, Columbia, SC 29201
Step 4 – Operating Agreement (not required)
An operating agreement may be used by LLC owners to establish a set of rules and regulations which will govern the operating structure of the company. The form also provides proof that the LLC and its assets are separate from those of the member(s), documentation that is useful in the event of litigation.
Step 5 – Employer Identification Number (EIN)
The Internal Revenue Service uses the Employer Identification Number (EIN) to keep track of a company’s financial activity. It will be necessary to apply for an EIN if your LLC plans to hire employees or request company credit cards. Should you be interested in applying, complete the or file Form SS-4 through the mail.
Step 1 – Download the document. Provide the company name at the top of the form.
Step 2 – The Agreement – Provide an effective date in dd/mm/yyyy format – Submit the following:
- Check an applicable box
- All required information
- Single-Member – The company name and location. Enter the owner’s name and physical address of the business
- Multi-Member – Submit each member’s name and address
Step 3 – Name and Principal Place of Business – Enter the following:
- The registered name of the company
- The business address
- The city of business location
Review any remaining information and enter all other required information.
- The formation date of the business
- Read the information provided within the following titles:
Member Capitol Contributions –
- Check the applicable box
- Single-Members – Review
- Multi-Members – Submit each member’s name and enter their contribution amounts
- Check the box that applies
- Single-Members – Review the information provided
- Multi-Members – Enter each member’s name and Percentage Interests
- Review all of the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the appropriate box
- Review the information
Proceed by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review all information provided
- Multi-Members – Review
- Submit all appropriate limits unanimously agreed upon by the members. Place the limits into the lines provided
Step 5 – Titled Sections – Check the box if applicable – Read the following and submit the required information:
- Meetings of Members – The date for the annual meeting of members in dd/mm/yy format
- Assignment of Interests
- Ownership of Company Property (Sole Proprietors)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review all information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter a company name. Submit an effective date in dd/mm/yyyy
- Indemnification (Owners)
Step 6 – Signatures – Submit all of the following:
- The date of the document’s execution
- The signature of any selected company representative
- Members must submit their signatures
After the document has been completed, the members/owner must receive a copy for their records.