South Carolina Dissolution

Why do companies need to dissolve? –  Your South Carolina company had to register with the Secretary of State when you decided to start conducting business within the state. Because of this, it is now in the register of the state. Thus, you will have to inform the state if your company has decided to end all its activities. South Carolina requires companies to submit formal paperwork.

Who makes the decision to dissolve? – The dissolution of a South Carolina LLC requires the approval of the members. On the other hand, corporations in the state will need a resolution that the board of directors approved. Said resolution will be voted on by the shareholder during a meeting.

How long does it take to dissolve a business? – The time it takes for a South Carolina company to complete all processes depends on how you handle each step. The sooner your company decides to dissolve, the earlier you can start. Aside from the initial actions, you also have to give the state 2 days to process your documents.

South Carolina requires business entities to follow certain steps to dissolve properly.

1. File Articles of Dissolution with the state – LLCs in South Carolina have to file completed Articles of Termination, while South Carolina corporations have to submit completed Articles of Dissolution. File the forms in duplicate, along with a self addressed stamped envelope, with the Division of Business Filings of the Secretary of State by mail, UPS/FedEx, or in person.

2. Remove all liabilities and obligations – The company can designate certain members or officers for the winding up. Under this process, your company has to conduct various tasks. These tasks include the collection of assets, disposal of properties that the company will not distribute in kind, creation of provisions to pay obligations, and distribution of remaining assets.

3. Give notice to any claimants – Inform known claimants and creditors where they can submit their claims. You can check the record books of the company for the addresses of claimants so you can send a written notice to them. You may also inform unknown claimants by publishing a notice in a newspaper. This published notice may also serve as evidence in case you encounter queries about claims.

4. Tax clearance – South Carolina does not require business entities to obtain tax clearance. However, corporations have to file final returns with the Department of Revenue if the accounting period has already ended when they dissolve the business. Additionally, if the Secretary of State has administratively dissolved the corporation you are trying to dissolve, you have to include a Tax Compliance Certificate with the filing documents. You can download the form on the website of the Department of Revenue.

5. Close all bank accounts, credit lines, permits, and licenses – To protect yourself from possible legal issues, close all bank accounts under the name of your company. You also have to cancel all permits and licenses that your company secured when it started its operations.

South Carolina Office of Secretary of State
Phone Number:
(803) 734-2158

Address:
South Carolina Secretary of State
1205 Pendleton Street, Ste. 525
Columbia, SC 29201