South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation
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The South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation is the template form an Incorporator must use to submit the information required by the South Carolina Secretary of State in order for that entity to form in a way that is compliant with South Carolina Law. This is a specific type of corporation that affords a certain amount of freedom from the formalities of a corporate structure yet still retains the rights and responsibilities of a corporate entity. For instance, when combined with a benefit corporation, this entity type will be required to provide some sort of benefit as well. Incorporators should be sure this is the corporate structure they desire before filing the South Carolina Articles of Incorporation. In fact, one should consult a South Carolina Attorney before filling out this paperwork. It is worth noting these articles must be accompanied by a completed First Report to Corporations | Form CL-1. Thus, the total Filing Fee, which must be paid in order for the articles to be processed will be $110.00 to file the South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation plus $25.00 for the First Report to Corporations | CL-1. That is, the total Filing Fee is $135.00

Payment of the Filing Fee must be remitted with a check made out to “Secretary of State” for $135.00 and this filing should be done by mail. The package sent will need to include two originals of the South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation or one original and one conforming copy. A self addressed stamped envelope will also need to be included. The First Report to Corporations | CL-1 and all other required paperwork specific to this entity to form must also be submitted simultaneously. You may mail this filing to Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 2901.

How To File

• Download Articles
• Download First Report to Corporations

Step 1 – Download the South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation by selecting the link labeled “Download Articles.” Then download the First Report to Corporations | Form CL-1 by selecting the link “Download First Report to Corporations.”  Both of these files will be required paperwork for the South Carolina Secretary of State and are in the form of PDF files. You will need the most recent Adobe Acrobat to view the First Report to Corporations | Form CL-1. Both files may be edited onscreen with an appropriate PDF program. You may also print the files then fill them out with a typewriter or by hand. If filling out by hand, make sure this is done legibly and with dark ink. It is strongly recommended to fill it out with a typewriter or to print the forms with information you entered.

Step 2 – In Article 1, enter the Full Name of the entity being formed. This must be conformed to the South Carolina Code of Laws Chapter 33-4-101. This must be a unique Name and must contain a word of incorporation.

Step 3 – In Article 2, enter the full Street Address of the Registered Office where the Registered Agent may be physically located. This address may not contain a P.O. Box or be a separate Mailing Address from the geographical location of the Registered Office. It must contain the Building Number, Street, and Suite Number. Then on the next line, continue reporting this location by entering the City, County, State, and Zip Code. On the line labeled “Print Name,” enter the Full Name of the Registered Agent in Print. The Registered Agent must sign his/her Name on the line labeled “Agent’s Signature.”

Step 4 – Article 3 is divided into two sections, you may only choose one to fill out as this will define the Authorized Shares this corporation may issue. If the forming corporation may only issue one Class of Shares then, place a mark in the first box and enter the Total Number of Shares that may be issued on the blank space provided. If this corporation may issue multiple Classes of Shares, place a mark in the second box. You must report each Class and the Total Number of Authorized Shares in each Class in the table if this is the case then, define the preferences, rights, limitations, etc. of each class on the blank lines at the end of this article.

Step 5 – Enter the Full Name of the benefit corporation – statutory close corporation being formed at the top of the next page.

Step 6 – Article 4 will bind the statutory close corporation being formed to the 1976 South Carolina Code of Laws Chapter 18, Title 33.

Step 7  – If there will be any nonstandard variations in Stock Share transfer, define them in Article 5. Note: All variations must be compliant with Section 33 of the 1976 South Carolina Code of Laws.

Step 8 – If the forming entity will not have a Board of Directors, mark the box in Article 6. If this box is not marked the benefit corporation statutory close corporation must maintain a Board of Directors.

Step 9 – If the corporation will allow the estate of a deceased shareholder to require the corporation to purchase said shares, then mark the box in Article 7. If this option will not be available then leave this box blank.

Step 10 – Section 33 of Chapter 18 will allow certain variations to the ownership/sale/transfer of stock when a share holder passes away while owning x number of shares. If any of these variations will be put in place then define them on the blank lines provided  in Article 7.

Step 11 – Article 8 will bind the forming corporation to the South Carolina Code of Laws Chapter 38, Title 33.

Step 12 – Define the Public Benefit Purpose in the space provided of Article 9. You must be specific.

Step 13 – On the blank line, in the top right hand part of the page, document the Full Name of the corporation being formed as it was reported in Article 1.

Step 14 – If any of the options defined in the 1976 South Carolina Code of Laws Title 33 will be employed, then define them on the blank lines provided in Article 10.

Step 15 – If the forming corporation wishes to delay its existence beyond the a successful Filing Date, this may be achieved by reporting the Date and Time its desired Date of Effect on the blank line in Article 11.

Step 16 – Each Incorporator of this benefit corporation – statutory close corporation must have his or her Printed Name and Full Address listed in Article 12. Below each Incorporator Name and Address, that Incorporator must Sign his/her Name. This must be a complete listing of all the Incorporators involved.

Step 17 – In the upper right hand corner of the third page, enter the Full Name of the corporation.

Step 18 – Article 13 will need the attending South Carolina Attorney to Print his or her Name in the verification paragraph. Below this, the Date of these articles must be provided on the blank line to the lower left. Then on the blank lines to the lower right, the attending Attorney Sign his or her Name on the Signature Line then Print his or her Name on the line below this. The last two lines will require the Attorney Address on the blank line labeled “Address” (three lines are provided for this. Finally, the attending Attorney’s Phone Number must be reported on the line labeled “Telephone Number.”

Step 19 – You must fill out the First Report to Corporations | Form CL-1. It is strongly recommended to do this with a printer or a typewriter. Make sure this filing is included in the package.

Step 20 – In order to submit the South Carolina Articles of Incorporation Benefit Corporation – Statutory Close Corporation properly, it must be done in duplicate. You have the option of either printing and signing this document twice for this purpose or you may submit one original and one conformed copy. In addition a self addressed stamped envelope must be provided to the South Carolina Secretary of State. Make sure all attachments are completed and included along with the First Report to Corporations | Form CL-1. Finally, include a check in the amount of $135.00, payable to “Secretary of State” in the submission package.

Mail To:

Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 2901