South Carolina: LLC Annual and Biennial Report Requirements

What South Carolina requires instead of an annual report

South Carolina is one of the states that does not make LLCs file a yearly report with the
Secretary of State. The Uniform Limited Liability Company Act of 1996 (S.C. Code Title 33,
Chapter 44) sets up filings to form an LLC, to change its agent or office, and to
wind it up — but it never creates a recurring annual or biennial report, and the Act's own
fee schedule (§ 33-44-1204) has no line for one. So for a standard LLC there is nothing to file
each year, no due date to track, and no report fee to pay.

That does not mean an LLC can go dark. To stay in good standing you keep two things current and
pay what you owe:

• A designated office and agent for service of process in South Carolina. If either
  changes, you file a statement of change (§ 33-44-109), a $10 filing — not a yearly report.
• Any fees, taxes, or penalties you owe. This is the real recurring exposure: as explained
  below, unpaid amounts — not a missing report — are what can get an LLC administratively
  dissolved.

One important exception — an LLC taxed as a corporation. If your LLC elects to be taxed as a
C corporation or an S corporation, it steps into the corporate tax system: it files the corporate
Initial Report (Form CL-1) and then annual corporate income-tax returns (Form SC 1120 or
SC 1120S) with the South Carolina Department of Revenue under Title 12 (S.C. Code §§ 12-20-20,
12-20-30). That is a tax filing under a different title, not an LLC-Act report — but it is why a
corporately-taxed LLC does have an "annual report" obligation while a default (partnership- or
disregarded-entity-taxed) LLC does not.

Administrative dissolution and getting back

Even without an annual report, an LLC can lose its standing. Section 33-44-809 gives the
Secretary of State one ground to dissolve an LLC administratively: the company "does not pay a
fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due."
Before dissolving, the Secretary of State must serve notice and give the LLC 60 days to cure
or show the ground does not exist (§ 33-44-810(b)). A dissolved LLC still exists, but only to
wind up its affairs (§ 33-44-810(c)).

Getting back is time-limited. Under § 33-44-811, a dissolved LLC may apply for reinstatement
within two years of the dissolution date. The application must state that the ground is gone
and, critically, include a certificate from the Department of Revenue that all taxes owed have
been paid — so you cannot reinstate around an unpaid tax bill. The reinstatement fee is $25
(§ 33-44-1204(a)(11)). Once granted, reinstatement "relates back to and takes effect as of the
effective date of the administrative dissolution," so the LLC is treated as if it never lapsed
(§ 33-44-811(c)).

What trips people up

• "No annual report" is not "no obligations." South Carolina skips the yearly report, but an
  LLC that ignores a tax or fee for 60 days past its due date can be administratively dissolved
  (§ 33-44-809). The thing to track is what you owe, not a report deadline.
• The corporate-tax election changes the answer. A default-taxed LLC files nothing yearly with
  the state; an LLC that elects C- or S-corp treatment must file Form CL-1 and annual corporate
  returns with the Department of Revenue. Check your tax classification before assuming you owe
  nothing.
• Reinstatement has a two-year clock and a tax gate. Wait longer than two years and § 33-44-811
  reinstatement is off the table; and even inside two years you need a Department of Revenue tax-paid
  certificate to reinstate.

Common questions

Do I have to file anything with the South Carolina Secretary of State every year for my LLC?
No. A standard South Carolina LLC has no annual or periodic report (S.C. Code Title 33, Ch. 44).
You only file with the Secretary of State when something changes — for example, a new agent or
office — or when you wind the LLC up.

Then how can my LLC be "administratively dissolved" if there's no report to miss?
The trigger is money, not paperwork: not paying a fee, tax, or penalty within 60 days after it is
due (§ 33-44-809). The Secretary of State must give you 60 days' notice to fix it first
(§ 33-44-810).

My LLC was administratively dissolved. Can I bring it back?
Yes, if you act within two years of the dissolution date. You apply for reinstatement, show the
ground is resolved, attach a Department of Revenue certificate that all taxes are paid, and pay the
$25 fee (§§ 33-44-811, 33-44-1204(a)(11)). Reinstatement is retroactive to the dissolution date.

I heard South Carolina LLCs have to file a "CL-1" — do I?
Only if your LLC elects to be taxed as a corporation. The CL-1 is the corporate Initial Report,
filed with the Department of Revenue, and a corporately-taxed LLC then files annual corporate
returns (§§ 12-20-20, 12-20-30). A default partnership- or disregarded-entity-taxed LLC files no
CL-1 and no annual report.

Statutes and sources

• S.C. Code § 33-44-809 — the sole ground for administrative dissolution of an LLC: unpaid fee,
  tax, or penalty more than 60 days past due (no annual-report ground).
  https://www.scstatehouse.gov/code/t33c044.php (accessed 2026-07-16)
• S.C. Code § 33-44-810 — dissolution procedure: notice and a 60-day cure window before the
  certificate of dissolution issues.
  https://www.scstatehouse.gov/code/t33c044.php (accessed 2026-07-16)
• S.C. Code § 33-44-811 — reinstatement within two years, requiring a Department of Revenue
  tax-paid certificate; relation-back to the dissolution date.
  https://www.scstatehouse.gov/code/t33c044.php (accessed 2026-07-16)
• S.C. Code § 33-44-1204 — LLC fee schedule; lists formation, name, agent-change, termination,
  reinstatement ($25), and cancellation fees, and no annual-report fee.
  https://www.scstatehouse.gov/code/t33c044.php (accessed 2026-07-16)
• South Carolina Secretary of State — Downloadable Business Forms — a domestic LLC's only form
  is the Articles of Organization; the CL-1 "Initial Annual Report of Corporations" is filed with
  the Department of Revenue. https://businessfilings.sc.gov/BusinessFiling/Home/DownloadForms?pdfCategoryId=1 (accessed 2026-07-16)