Articles of Incorporation

Should you be incorporating in South Carolina, articles of incorporation must be filed with the South Carolina Secretary of State. South Carolina law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – One incorporating in South Carolina must be a person
  • Duties – Delivering articles of incorporation to the Secretary of State for filing
  • Listing Requirements – The name, address and signature of each incorporator must be listed

Corporate Purpose(s)

South Carolina allows a corporation to be formed for any lawful business activity.

  • Listing Requirements – Not required in the articles

Director Information

  • Minimum Number of Directors – One or more
  • Eligibility Requirements – None. The articles of incorporation or bylaws may prescribe qualifications for directors
  • Listing Requirements – Not required in the articles

Officer Information

  • Officers are not required to be listed in the articles of incorporation

Stock Information

  • The number of shares the corporation is authorized to issue, itemized by classes

Other Required Listing Information

  • The street address of the corporation’s initial registered office and the name of its initial registered agent at that office;
  • A certificate, signed by an attorney licensed to practice in this State, that all of the requirements of this section have been complied with

Optional Provisions

South Carolina also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • The names and addresses of the individuals who are to serve as the initial directors
  • The purpose for which the corporation is organized
  • Managing the business and regulating the affairs of the corporation
  • Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders
  • A par value for authorized shares or classes of shares
  • The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions
  • The limitation or elimination of personal liability of directors to the corporation or its shareholders for monetary damages in certain situations

When incorporating in South Carolina, United Agent Services allows you to designate whether any or all of these provisions should be included.

Initial Annual Report and Fee

To be filed, the articles of incorporation must also be accompanied by the initial annual report of the corporation. This filing must be include a minimum license fee.