How to Reinstate an LLC in South Carolina – 2024 Guide


Steve Bennett
Steve Bennett
Business Formation Expert
Steve runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.
Get South Carolina LLC Reinstated

Reinstatement of an LLC in South Carolina involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in South Carolina, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in South Carolina, also known as The Palmetto State. There might be several reasons for LLC dissolution in South Carolina. This article will also list the type of dissolution in South Carolina and which ones are eligible for reinstation.

What is LLC Reinstatement in South Carolina?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the South Carolina Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in South Carolina

There can be several reasons why a Limited Liability Company gets dissolved in South Carolina. Certain types of dissolution can be identified based on the reasons given. In South Carolina, reinstatement of an LLC depends on how and why the LLC got dissolved in South Carolina in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in South Carolina), tax dues, or any other administrative issues, the state can dissolve the LLC in South Carolina.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with South Carolina Secretary of State.

How to Reinstate an LLC in South Carolina

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in South Carolina.

Initial Steps Before Filing for Reinstatement

In South Carolina, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in South Carolina. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact South Carolina Department of Revenue to know whether you owe any outstanding tax obligations. Besides, going through the South Carolina Secretary of State correspondences or checking the Certificate of Existence online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in South Carolina

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the South Carolina Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In South Carolina, the reinstatement document is called Reinstatement Application. The next task is to get the forms from the official South Carolina Secretary of State business section. A reinstatement fee might be paid to the South Carolina SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
    • Offline Filing in South Carolina: Reinstatement Form
    • Online Filing in South Carolina: Not Applicable
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to South Carolina Tax Department [South Carolina Department of Revenue] or Insurance Department [South Carolina Department of Insurance]. Besides, the Certificate of Existence in South Carolina might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In South Carolina, the LLC reinstatement fee is $25.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in South Carolina is $0 because it is not mandatory.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by South Carolina.

Accepted methods of payment are as follows:

Supported browsers include:

  • Chrome
  • Edge
  • Firefox
  • Safari
  • Opera

Processing Time and Confirmation

The processing time for reinstatement of your LLC in South Carolina varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: Within 2 working days, the South Carolina Secretary of State processes the LLC reinstatement documents.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in South Carolina

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in South Carolina to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by South Carolina Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the South Carolina LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • South Carolina Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in South Carolina where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on South Carolina Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in South Carolina can also be filed if the previous name is not available. Fill out the correct amendment form with South Carolina Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like South Carolina require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in South Carolina

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in South Carolina.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in South Carolina is voluntary by members, it is not common for them to restore the LLC in South Carolina.
  • For Judiciary Dissolution, it is very uncommon to reinstate in South Carolina. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

Is reinstating an LLC in South Carolina the same as starting a new LLC?
No, reinstating an LLC in South Carolina means restoring a business entity that has been administratively dissolved.
How do I know if my South Carolina LLC has been administratively dissolved?
You can check the status of your LLC on the South Carolina Secretary of State website.
What is the first step to reinstating an LLC in South Carolina?
The first step is to contact the South Carolina Secretary of State’s office to find out the reasons for dissolution and the requirements for reinstatement.
Are there any specific forms to fill out for reinstating an LLC in South Carolina?
Yes, you will need to file the appropriate reinstatement forms with the South Carolina Secretary of State.
How much does it cost to reinstate an LLC in South Carolina?
The fees for reinstating an LLC in South Carolina vary depending on the specific circumstances of the dissolution.
Can I reinstate my South Carolina LLC online?
Yes, you can typically reinstate your South Carolina LLC online through the Secretary of State website.
How long does it take to reinstate an LLC in South Carolina?
The timeline for reinstating an LLC in South Carolina can vary, but it typically takes a few weeks to process.
Can I expedite the reinstatement process for my South Carolina LLC?
Yes, you may be able to expedite the reinstatement process by paying an additional fee.
Are there any penalties for not reinstating my LLC in South Carolina?
Operating a business with a dissolved LLC in South Carolina can lead to penalties and legal consequences.
Can I change the name of my LLC during the reinstatement process in South Carolina?
Yes, you may be able to change the name of your LLC during the reinstatement process in South Carolina.
Do I need to update any other documents or licenses when reinstating my LLC in South Carolina?
You may need to update other business documents and licenses to reflect the reinstatement of your LLC in South Carolina.
What are the consequences of not reinstating my LLC in South Carolina?
Operating a business with a dissolved LLC in South Carolina can lead to loss of liability protection and other legal issues.
Can I reinstate my South Carolina LLC if I have outstanding taxes or fees?
You will likely need to address any outstanding taxes or fees before reinstating your LLC in South Carolina.
Do I need to have a registered agent in South Carolina to reinstate my LLC?
Yes, having a registered agent in South Carolina is a requirement for operating an LLC in the state.
Can I operate my business while the LLC is in the reinstatement process in South Carolina?
It is not recommended to operate your business while the LLC is in the process of being reinstated in South Carolina.
Can I reinstate an LLC in South Carolina if the business has been inactive for a long time?
Yes, you can typically reinstate an inactive LLC in South Carolina by following the proper reinstatement procedures.
Do I need to file annual reports for my LLC after reinstating it in South Carolina?
Yes, you will need to file annual reports and meet other ongoing compliance requirements for your reinstated LLC in South Carolina.
Can I reinstate my South Carolina LLC if I am no longer in business?
Yes, you can still reinstate your South Carolina LLC even if you are no longer actively conducting business.
Is there a time limit for reinstating an LLC in South Carolina after dissolution?
There is typically a window of time in which you can reinstate your LLC in South Carolina after dissolution, but it is important to act promptly.
Can I transfer ownership of my LLC during the reinstatement process in South Carolina?
Ownership transfers or changes to the structure of the LLC should typically be addressed after completing the reinstatement process in South Carolina.
Can I reinstate a foreign LLC in South Carolina?
The process for reinstating a foreign LLC in South Carolina may differ from reinstating a domestic LLC, so it is important to understand the requirements.
Can I restore the original incorporation date of my LLC when reinstating it in South Carolina?
Restoring the original incorporation date of your LLC may be possible when reinstating it in South Carolina, depending on the specific circumstances.
Can I reinstate my LLC in South Carolina if I have changed the business address or ownership?
Changes to the business address or ownership can typically be addressed as part of the reinstatement process in South Carolina.
Can I reinstate my South Carolina LLC if it has outstanding lawsuits or legal issues?
Resolving outstanding lawsuits or legal issues may be necessary before reinstating your South Carolina LLC.
What is the difference between a domestic LLC and a foreign LLC in South Carolina?
A domestic LLC is one that is organized in South Carolina, while a foreign LLC is one that is organized in another state or country but conducts business in South Carolina.
Can I reinstate a dissolved LLC in South Carolina without a registered agent?
Having a registered agent is a requirement for reinstating an LLC in South Carolina, so you will need to appoint one if you do not already have one.
Can I reinstate my South Carolina LLC if I have changed the business name?
Changing the business name can typically be done as part of the reinstatement process for your South Carolina LLC.
Can I reinstate my South Carolina LLC if I have moved out of state?
You can generally reinstate your South Carolina LLC even if you have moved out of state, but you may need to appoint someone to act as your registered agent in South Carolina.
Why was my LLC in South Carolina administratively dissolved?
If your LLC failed to file annual reports or pay the necessary fees, it can result in administrative dissolution in South Carolina.
How can I reinstate my administratively dissolved LLC in South Carolina?
To reinstate your administratively dissolved LLC in South Carolina, you will need to submit all missing annual reports, pay any outstanding fees and penalties, and submit a reinstatement application.

Also Read

In Conclusion

LLC reinstatement or restoration in South Carolina mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in South Carolina. As mentioned, you must submit the Certificate of Existence and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

Leave a Comment