What is a Foreign LLC in South Carolina – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in South Carolina and want to expand your business beyond South Carolina, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in South Carolina, must file a foreign LLC in South Carolina. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the South Carolina government.

In this article, you’ll be reading about how to start a foreign LLC in South Carolina. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in South Carolina after you form it.

Forming a Foreign LLC in South Carolina

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in South Carolina, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for South Carolina) and wants to expand their operations in South Carolina can file their LLC as a foreign entity. To start a foreign LLC in South Carolina, you need to register it with the South Carolina Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in South Carolina for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in South Carolina. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

llc formation document

Before you proceed to register your LLC in South Carolina as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in South Carolina, then you must obtain the Certificate of Existence from South Carolina Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than South Carolina must get this document to register a foreign LLC in South Carolina.

Filing Certificate of Existence: In South Carolina, one can request and purchase the Certificate of Existence online. You can visit the South Carolina Secretary of State and log in to the portal. On your dashboard, find the Certificate option and order as per the process.

Step 2: Choose South Carolina Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the South Carolina Secretary of State. Your LLC’s legal name outside of South Carolina will be listed on the application, along with the name it will use in South Carolina. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in South Carolina to use. Check name availability at South Carolina’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in South Carolina when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select South Carolina Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in South Carolina, you must have a registered agent from South Carolina only. No matter where your domestic LLC is located, you must hire a registered agent from South Carolina for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in South Carolina and take note that the South Carolina Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for South Carolina Foreign LLC

The most important step is to send the application for registration with South Carolina SOS. Download the PDF form from the South Carolina Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in South Carolina: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline in South Carolina, you must send the accomplished DBA filing form to the South Carolina Secretary of State’s Office, Attn: Trademarks, P.O. Box 11350, Columbia, SC 29211 or drop it off in person at 1205 Pendleton Street, Suite 525, Columbia, SC 29201.
    • DBA filing fee in South Carolina: $10
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in South Carolina.
  • Date when your LLC will start operations in South Carolina.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

For online filing of a foreign LLC in South Carolina, one must Sign in to SOS. If you are not a part of the portal then you must register first. Share your name, official email, and user ID-password to create an account. Once done, get the online foreign LLC registration form to file your foreign LLC.

Offline Filling

Forming a foreign LLC in South Carolina can be done offline. To do so, you need a paper form to download. The direct downloadable link to the Foreign LLC Registration Form is shared here. After downloading the PDF file, fill out the form and send it to the SOS address at South Carolina Secretary of State’s Office, Attn: Corporate Fillings, 1205 Pendleton Street, Suite 525, Columbia, SC 29201 by mail or in person visit to the SOS. Make sure to check with the SOS before you send the form and fees.

Foreign LLC Registration Fee in South Carolina: The processing fee in South Carolina to register a foreign entity (LLC) is $132. The fees should be paid by credit cards (online filing) or by checks (for offline filing).

The LLC cost in South Carolina, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between South Carolina’s domestic and foreign LLCs.

Step 5: Determine How Your South Carolina Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the South Carolina Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in South Carolina for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in South Carolina. However, it is recommended to check with the South Carolina Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing South Carolina Foreign LLC Online – Quick Recap

  1. Get the Certificate of Existence from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in South Carolina to use for your foreign LLC. If not, file DBA name with South Carolina SOS.
  3. Get a registered agent in South Carolina to represent your foreign LLC in South Carolina. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the South Carolina Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in South Carolina with the FinCEN.

After Forming South Carolina Foreign LLC

Here are added things you need to accomplish after forming your South Carolina Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at South Carolina Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in South Carolina. Here’s everything about South Carolina LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What are the advantages of forming a foreign LLC in South Carolina?
Forming a foreign LLC in South Carolina allows you to expand your business into the state without having to form a separate legal entity.
How do I know if my company needs to register as a foreign LLC in South Carolina?
If your company is already established in another state and wants to do business in South Carolina, you will likely need to register as a foreign LLC.
What is the process of registering as a foreign LLC in South Carolina?
The process of registering as a foreign LLC in South Carolina involves filing an Application for Certificate of Authority with the Secretary of State and paying the required fees.
How much does it cost to register as a foreign LLC in South Carolina?
The cost of registering as a foreign LLC in South Carolina varies, but typically includes a filing fee and an annual registration fee.
Do I need a registered agent in South Carolina for my foreign LLC?
Yes, you are required to have a registered agent in South Carolina for your foreign LLC. This can be an individual or a business entity authorized to do business in the state.
What are the ongoing compliance requirements for a foreign LLC in South Carolina?
Foreign LLCs in South Carolina are required to file annual reports and pay annual registration fees to maintain their legal status in the state.
Can I change the name of my foreign LLC in South Carolina?
Yes, you can change the name of your foreign LLC in South Carolina by filing an Application for Amended Certificate of Authority with the Secretary of State.
Do foreign LLCs in South Carolina need to pay income taxes in the state?
Foreign LLCs in South Carolina are typically subject to state income taxes if they have substantial business activity within the state.
What are the potential downsides of forming a foreign LLC in South Carolina?
Some potential downsides of forming a foreign LLC in South Carolina include additional registration and compliance requirements, as well as the potential for double taxation.
Can I convert my foreign LLC into a domestic LLC in South Carolina?
Yes, you can convert your foreign LLC into a domestic LLC in South Carolina by following the legal procedures outlined by the state.
How long does it take to register as a foreign LLC in South Carolina?
The time it takes to register as a foreign LLC in South Carolina can vary, but it typically takes a few weeks to process the necessary paperwork and receive approval from the Secretary of State.
Can a foreign LLC in South Carolina have multiple members?
Yes, a foreign LLC in South Carolina can have multiple members, including individuals, corporations, or other legal entities.
Do foreign LLCs in South Carolina need to have an operating agreement?
While not required by law, it is highly recommended that foreign LLCs in South Carolina have an operating agreement outlining the rights and responsibilities of the members.
Are there any restrictions on the business activities of foreign LLCs in South Carolina?
Foreign LLCs in South Carolina must comply with state laws relating to their specific industry or type of business activity, but there are no additional restrictions specifically for foreign entities.
Can I use a PO Box as the address for my foreign LLC in South Carolina?
No, you are required to provide a physical street address for the registered agent and principal office of your foreign LLC in South Carolina.
What happens if I fail to register my foreign LLC in South Carolina?
Operating a foreign LLC in South Carolina without proper registration can result in fines, penalties, and other legal consequences, so it is important to register promptly.
Is there a registration deadline for foreign LLCs in South Carolina?
Foreign LLCs must register with the South Carolina Secretary of State within 120 days of establishing a physical presence or conducting business in the state.
Can I register my foreign LLC in South Carolina online?
Yes, you can typically register your foreign LLC in South Carolina online through the Secretary of State’s website or through an approved third-party filing service.
Do foreign LLCs in South Carolina need to obtain a business license?
Yes, foreign LLCs in South Carolina are generally required to obtain a business license from the local municipality where they conduct business.
Can I operate multiple businesses under a single foreign LLC in South Carolina?
While it is possible to operate multiple businesses under a single foreign LLC in South Carolina, each business activity should be related or similar in nature to avoid complications.
What are the advantages of hiring a professional service to register my foreign LLC in South Carolina?
Hiring a professional service to register your foreign LLC in South Carolina can save you time, ensure compliance with state laws, and provide expert guidance throughout the process.
Are there any specific industry regulations that foreign LLCs in South Carolina need to be aware of?
Foreign LLCs in South Carolina conducting business in regulated industries such as healthcare, finance, or construction may be subject to additional licensing or regulatory requirements.
Can I register my foreign LLC in South Carolina if I am not a US citizen or resident?
Yes, non-US citizens or residents can register a foreign LLC in South Carolina as long as they have a valid visa or work authorization to conduct business in the United States.
Can I use a DBA or trade name for my foreign LLC in South Carolina?
Foreign LLCs in South Carolina can use a DBA (Doing Business As) or trade name for their business as long as they comply with state laws regarding fictitious names.
What is the difference between a foreign LLC and a domestic LLC in South Carolina?
The main difference between a foreign LLC and a domestic LLC in South Carolina is that a domestic LLC is formed within the state, while a foreign LLC is formed in another state.
How can I ensure that my foreign LLC is in good standing with the state of South Carolina?
To maintain good standing, foreign LLCs in South Carolina must comply with all registration and filing requirements, pay annual fees on time, and keep accurate business records.
Can I dissolve my foreign LLC in South Carolina if I no longer wish to do business in the state?
Yes, you can dissolve your foreign LLC in South Carolina by filing the necessary paperwork with the Secretary of State and ensuring that all outstanding debts and obligations are resolved.
What types of businesses are prohibited from registering as a foreign LLC in South Carolina?
South Carolina prohibits certain types of businesses, such as insurance companies or banks, from registering as foreign LLCs in the state without specific regulatory approval.
Can I transfer my foreign LLC from another state to South Carolina?
Yes, you can transfer your foreign LLC from another state to South Carolina by filing a Certificate of Transfer with the Secretary of State and complying with all legal requirements.
Do foreign LLCs in South Carolina need to appoint a registered agent in the state?
Yes, foreign LLCs doing business in South Carolina are required to appoint a registered agent who has a physical address in the state.

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In Conclusion

Having a foreign LLC in South Carolina is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in South Carolina does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in South Carolina, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in South Carolina can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in South Carolina is a success.

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