South Carolina: Foreign LLC Registration and Qualification Requirements

Requirements one by one

Trigger and safe harbors

S.C. Code § 33-44-1002 requires authority before transacting business. S.C.
Code § 33-44-1003 lists proceedings and settlement, internal affairs, bank accounts,
securities offices/trustees/depositories, independent contractors,
outside-accepted orders, indebtedness and security interests, secured-debt
collection and acquired-property maintenance, interstate commerce, ownership
of an interest in a South Carolina LLC without more, and an isolated transaction
completed within 30 days outside a course of like transactions.

South Carolina does not generally safe-harbor owning property without more.
Instead, income-producing South Carolina real property or tangible personal
property is expressly transacting business unless excluded under the listed
safe harbors. Activity beyond the express exclusions remains fact-specific.

Application and home-state evidence

Form F0008 and § 33-44-1002 require the company or complying South Carolina
name, formation state/country, principal office, South Carolina designated
office, agent and street address, any specified duration, manager-management
status and initial managers, and any member-liability election.

Under S.C. Code § 33-44-1004, the Secretary files a conforming paid application.
The filing must include an original authenticated certificate of existence
or similar record no more than 30 days old. The agent signs the application.
A manager signs for a manager-managed LLC; a member signs for a member-managed
LLC, stating name and capacity.
S.C. Code § 33-44-205 supplies that member/manager execution rule.

Name, agent, filing, and effective date

S.C. Code § 33-44-105 supplies the LLC/LC designator and distinguishability
rules. If the real name cannot be used, § 33-44-1005 requires a fictitious name
and a filed resolution adopted by the managers or members, depending on the
management structure.

S.C. Code § 33-44-108 requires a continuous South Carolina designated office and
agent street address. The agent may be a South Carolina-resident individual,
domestic corporation, another LLC, or authorized foreign corporation or LLC.

Paper Form F0008 and the online Business Entities system both use a $110
fee. Under S.C. Code § 33-44-206, the accepted application is effective at
filing unless a permitted effective time/date is stated; the general delay limit
is 90 days, although F0008 has no dedicated delayed-date field.

Consequences and cure

S.C. Code § 33-44-1008 bars an unauthorized foreign LLC from maintaining a
South Carolina action or proceeding until it has authority. It preserves
contracts, acts, defense rights, and the personal-liability limitations of
managers, members, and transferees. The LLC appoints the Secretary of State as
service agent for claims arising from its South Carolina business, and
§ 33-44-1009 lets the attorney general seek restraint.

The current consequence sections state no back-fee, per-period charge, or civil
penalty for initial unauthorized business. Later authority removes the express
condition on maintaining an action but does not erase unrelated tax, licensing,
limitations, or service issues.

What trips people up

• The property safe harbor covers owning an interest in a South Carolina LLC,
  not general ownership of South Carolina property.
• Income-producing South Carolina real or tangible personal property is an
  express positive trigger unless another listed exclusion applies.
• Both the isolated-transaction safe harbor and the existence evidence use a
  30-day number, but they measure different things.
• The agent signs consent and the member/manager separately executes F0008.
• Chapter 44 states no back-fee or fixed civil-penalty schedule for initial
  nonauthority.

Common questions

Does owning South Carolina rental property require authority?

Ordinarily yes under the positive income-producing-real-property rule, unless
the property is within another express exclusion such as qualifying
secured-debt collection and acquired-property maintenance.

How recent must the home-state certificate be?

The live F0008 instructions require the original authenticated certificate or
similar record to be no more than 30 days old when submitted.

Can the LLC defend a South Carolina lawsuit before obtaining authority?

Yes. S.C. Code § 33-44-1008 preserves defense rights even though it bars the
LLC from maintaining its own action or proceeding.

Does nonauthority make members personally liable?

No, not by itself. Section 33-44-1008 preserves the liability limitations of
members, managers, and transferees when the sole asserted basis is unauthorized
South Carolina business.

Statutes and sources