South Carolina Articles of Incorporation Benefit Corporation-Professional Corporation
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The South Carolina Articles of Incorporation Benefit Corporation-Professional Corporation is the form the South Carolina Secretary of State requires of Incorporators when they wish to create a benefit corporation-professional corporation in this state. This is a specific type of corporation in that it must provide a benefit to the public and must provide a service that requires a license or the approval of a regulatory board in order to render that service. Incorporators are strongly encouraged to do as much research as possible before filing these articles and it is generally recommended to seek a consultation regarding the formation of such an entity with an attorney or similarly qualified professional.

This form must be accompanied with all the documentation this entity type requires. In most cases, the license to render the service it proposes must be attained by the Officers/Directors prior to it seeking to achieve corporate status. In addition, the First Report to Corporations | Form CL-2 must be filed simultaneously with this form. This may be done by mail at Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 29201. The payment of the Filing Fee must accompany this form and may be remitted with a check made out to the “Secretary of State.” The Filing Fee for the South Carolina Articles of Incorporation Benefit Corporation-Professional Corporation and Form CL-1 is $135.00.

How To File

• Download Articles
• Download First Statement to Corporations

Step 1 – Select the Download Articles and the Download First Statement to Corporations links above. These are both required and should be saved to your computer. If you have an acceptable PDF editor you may fill them out onscreen then print them. If you do not have a PDF editor, you may print these documents then fill them out with a typewriter or by hand. If you fill them out by hand, make sure to do so in dark ink. This must be legible, so if there is not enough room in any of the articles, continue reporting the required information on a separate sheet of paper that is properly labeled then attached. Note: You must have an up-to-date version of Adobe Acrobat to view Form CL-1 correctly.

Step 2 – In Article 1, enter the Full Name of the benefit corporation – professional corporation, including one of the corporate designators appropriate for this entity: Professional Corporation, Professional Association, Service Corporation, Chartered, P.C., PC, P.A., or PA.

Step 3 – Next, in Article 2, you will need to document the location of the Registered Office of the Registered Agent obtained for this corporation. All corporations in this state must have a Registered Agent, who maintains an office in the State of South Carolina. Report the Address, of the geographical location, for this Registered Office on the first line of this Article. This should be composed of a Building Number, Street, and, if applicable, a Unit Number. On the next line, enter (in this order) the City, County, State, and Zip Code of the geographical location for the Registered Office. Below this the Registered Agent’s Printed Name should appear. Then, on the blank line labeled Agent’s Signature, the Registered Agent must Sign his or her Name.

Step 4 – In Article 3, there will be two choices you must choose from to define the Authorized Stock this corporation may issue. Only one of these definitions will be appropriate, so you may only choose one from this section. If the Authorized Stock is of a single Class, then select the first box and enter the Total Number of Shares the forming benefit corporation – professional corporation has been authorized to issue. If there are more than one Class of stock, then place a mark in the second box. If this is the case, you must utilize the table provided by entering each Class Type in the column on the left and the total Number of Shares of that Class Type in the right column (on corresponding line). Then, on the next page define any special rights, preferences, or limitations each Class bears.

Step 5 – At the top of the second page, locate the line labeled “Name of Corporation.” Enter the Name of the benefit corporation professional corporation on this line precisely as it has been reported in Article 1.

Step 6 – Article 4 may be left blank if you wish the Filing Date to be the Effective Date of these articles. If you wish the beginning of this corporation’s existence to be delayed, you may indicate the exact Date of Effect for these articles. Note: If you do not indicate a time and just enter a date, the corporate status will take hold at the end of that business day.

Step 7 – Article 5 will bind the Incorporator and the benefit corporation – professional corporation to the 1976 South Carolina Code of Laws Chapter 19, Title 33.

Step 8 – Article 6 binds the benefit corporation – professional corporation’s Purpose to rendering the specific professional services reported on the blank lines provided.

Step 9 – Article 7 shall bind the benefit corporation – professional corporation, and the Incorporators, to South Carolina Code of Laws Chapter 38, Title 33.

Step 10 – Report the public benefit this corporation will provide on the blank lines in Article 8. You must be specific.

Step 11 – If the Incorporators wish to employ Optional Provisions, this may be done on the blank lines in Article 9.

Step 12 – Each Incorporator will need to provide his or her Full Name, Address, and Signature. This is mandatory and all the Incorporators of the benefit corporation – professional corporation must provide these items in this article.

Step 13 – Enter the Name of the forming corporation at the top of the next page.

Step 14 – The final article, Article 11, will require an Attorney licensed to practice in the State of South Caroline. Print the Attorney’s Full Name on the blank space provided in the verification paragraph. Just below this to the left, enter the Date of Signing. Then on the right, the serving South Carolina Attorney must Sign his/her Name, Print his/her Name, provide his/her Address, and his/her Phone Number.

Step 15 – Once you have attached all the required documents and filled out the First Report to Corporations | Form CL-1, you may submit the South Carolina Articles of Incorporation Benefit Corporation – Professional Corporation (in duplicate) with a self addressed stamped envelope and Full Payment of the Filing Fee to the South Carolina Secretary of State. Payment should be remitted in the form of a check, in the amount of $135.00 plus all other applicable fees, made payable to the “Secretary of State.”

Mail To:
Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201