South Carolina Articles of Incorporation Professional Corporation |
|
The South Carolina Articles of Incorporation Professional Corporation provides the necessary framework for the information required by the South Carolina Secretary of State to be reported. This form was developed by this governing entity and an entity incorporating as such an entity may not legally form or operate unless these articles have been submitted to and approved by the South Carolina Secretary of State. Professional Corporations will need to report all the information other corporations must report and must obtain the proper licenses or permissions from the appropriate regulatory board, in South Carolina, to render the services it intends on providing.
While there will be some nuances and variations to the additional paperwork required to form this corporation (depending on the type of professional corporation being formed), all profit professional corporations will need to submit a completed First Report to Corporations | Form CL-1 simultaneously with their articles of incorporation in order for the filing to be considered a complete package. The Filing Fee for both the articles and the first report (combined) will be $135.00 and this should be paid for with a check made out to “Secretary of State.” You may file your articles by mail to Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 29201.
How To File
Step 1 – Download both the articles and the first report by selecting the above links and saving them to your computer as PDF files. You may fill in the information on screen using an up to date PDF editing program or you may print then fill them out. Bear in mind that it is strongly recommended to use a printer or a typewriter to fill in this information. If filling this form out by hand, you must use dark ink.
Step 2 – In Article 1, document the Full Name (with its corporate designator) of the professional corporation being formed. This must be compliant with South Carolina Code of Laws Title 33, thus the corporate designator must be Professional Corporation, Professional Association, Service Corporation, Chartered, or an acceptable abbreviation of any of these words.
Step 3 – Locate the line labeled “Street Address, in Article 2, then report the Building Number, Street, and Suite Number of the Registered Office where the Registered Agent for this corporation may be located. This must be a physical Street Address and may not be a Mailing Address separate from where the Registered Office is Physically Located. On the line below this, you must continue reporting this address by entering the City, County, State, and Zip Code of the Registered Office’s physical location.
Step 4 – Below the Registered Office Address you have reported in Article 3, locate the first blank line labeled “Print Name” (also in Article 3). Enter the Full Name of the Registered Agent then have the Registered Agent provide his or her Signature on the line labeled “Agent’s Signature.”
Step 5 – You will need to report the Type and Total Number of Authorized Shares this corporation may issue. Do this in Article 3, by choosing one of the boxes provided then filling out the corresponding section. If this corporation may only issue one Class of Shares then mark the first box. Here you will also need to enter the Total Number of Shares available for that Class of Stock. If this corporation may issue more than one Class of Stock each one must be reported and you must place a mark in the second box. Below 3b, will be a concise table you may utilize to enter each Class of Shares and the Total Number of Authorized Shares for each Class. Next, you will need to disclose the relative rights, preferences, and limitations of each Class (and each Series) on the blank lines at the top of page 2.
Step 6 – In the upper right hand corner of page 2, locate the line labeled “Name of Corporation.” Enter the Full Name of the forming corporation documented in Article 1.
Step 7 – In some cases, a forming professional corporation may not wish to become active upon the Filing Date of their respective articles of incorporation. When this happens, the Incorporators of said professional corporation will have the ability to define the exact Date and Time this entity’s articles may go in effect in Article 4. If the forming corporation wishes a Delayed Date of Effect, enter the Date and Time of Effect on the blank line in Article 4. If this line is left blank the forming professional corporation’s articles will be effective upon the Filing Date.
Step 8 – Article 5 will bind the forming professional corporation to the 1976 South Carolina Code of Laws Chapter 19, Title 33.
Step 9 – Define the Purpose of and Professional Services rendered by the forming professional corporation on the blank lines provided in Article 6.
Step 10 – In Article 7, the forming entity may elect to apply specific Provisions as per Section 33 and 35 of the 1976 South Carolina Code of Laws (amended) but may only do so, if such Provisions are documented on the blank line provided here. If this is the case, then document such Optional Provisions on the blank lines provided.
Step 11 – Next, in Article 8, each Incorporator involved with the formation of this professional corporation will need to report his or her Full Name and Full Address. In addition, each Incorporator must also provide his or her Signature below his/her Name and Address.
Step 12 – At the top of the third page (and on the right), enter the Full Name of the forming professional corporation.
Step 13 – Enter the Full Name of the Attorney who will review these articles on the blank line provided in the verification paragraph located in Article 9. The Attorney will then need to provide a Date of his or her Signature on the blank line labeled “Date.” Next, he or she will need to provide his or her Signature on the line labeled Signature, Printed Name on the line labeled “Type or Print Name,” Full Address utilizing the lines labeled “Address,” and Daytime Phone Number on the line labeled “Telephone Number.” This will conclude the South Carolina Articles of Incorporation Professional Corporation.
Step 14 – Gather the completed First Report to Corporations | Form CL-1, along with either two original (and completed) South Carolina Articles of Incorporation or one original and one conformed copy of the completed South Carolina Articles of Incorporation Professional Corporation into an organized submittal package with any and all required paperwork and a check, made payable to Secretary of State, in the amount of $135.00 plus all other applicable fees and send to the South Carolina Secretary of State.
Mail To:
Secretary of State
1205 Pendleton Street, Suite 525
Columbia, SC 29201