Learn how to file a South Carolina LP Certificate of Cancellation, including legal requirements, filing steps, and expert support from FastFile.
South Carolina LP Certificate of Cancellation Filing Guide
This guide explains how to properly file a South Carolina Limited Partnership Certificate of Cancellation, including when filing is required, what information must be disclosed, signature rules, and how professional filing support can simplify the process.
What Is a South Carolina LP Certificate of Cancellation
A South Carolina LP Certificate of Cancellation is the official filing used to formally cancel a limited partnership’s registration with the South Carolina Secretary of State.
This document confirms that the limited partnership has completed dissolution and winding up, or that a foreign limited partnership has terminated its authority to transact business in South Carolina.
Once accepted, the certificate removes the LP from active state records and ends its ongoing statutory obligations, subject to final tax and recordkeeping requirements.
Legal Authority Governing LP Cancellation in South Carolina
1. South Carolina Uniform Limited Partnership Act
Limited partnership cancellation in South Carolina is governed by the South Carolina Uniform Limited Partnership Act, which establishes the legal framework for dissolving and formally canceling a limited partnership’s registration.
This statute defines when an LP may file a Certificate of Cancellation and what declarations must be made to terminate its legal status with the Secretary of State.
2. Secretary of State Filing Authority
The South Carolina Secretary of State is the sole authority responsible for accepting, reviewing, and recording LP Certificates of Cancellation. A cancellation is not legally effective until the filing is accepted and recorded, making compliance with statutory filing requirements essential.
What Is a South Carolina LP Certificate of Cancellation
When a Limited Partnership Must File a Certificate of Cancellation
1. Domestic Limited Partnership Cancellation Requirements
A domestic South Carolina limited partnership must file a Certificate of Cancellation after it has dissolved and completed the winding-up process. Winding up includes settling debts, distributing remaining assets, and resolving outstanding obligations.
The LP may only cancel its registration once it has ceased all business activities other than those necessary to conclude its affairs.
2. Foreign Limited Partnership Withdrawal from South Carolina
A foreign limited partnership must file a Certificate of Cancellation when it no longer wishes to maintain authority to transact business in South Carolina. This filing formally withdraws the foreign LP’s registration while preserving its legal existence in its home jurisdiction. Failure to file may result in continued compliance obligations and fees in South Carolina.
Eligibility Requirements Before Filing the Certificate of Cancellation
- Completion of Dissolution and Winding Up
A limited partnership must already be dissolved and have completed the winding-up process before filing a Certificate of Cancellation. This includes resolving debts, distributing remaining assets, and concluding all business activities except those necessary to close the partnership.
- Cessation of Business Activities
The LP must no longer be conducting business in South Carolina at the time of filing. Filing a Certificate of Cancellation while continuing operations may result in rejection or future compliance issues.
- Authority of General Partners
All general partners must have the legal authority to approve cancellation and execute the filing. South Carolina requires confirmation that cancellation is authorized under the partnership agreement and applicable law.
Information Required on South Carolina Form F0069/F0070
1. Registered Name of the Limited Partnership
The filing must list the exact legal name of the limited partnership as it appears in South Carolina Secretary of State records. Any deviation, including punctuation or abbreviations, may result in rejection or processing delays.
2. Assumed Name of the Limited Partnership (If Any)
If the limited partnership operated under a registered assumed name in South Carolina, that name must be disclosed on the form. This ensures all associated business identities are properly canceled.
3. Formation or Registration Details
Domestic limited partnerships must state the date their original certificate of limited partnership was issued. Foreign limited partnerships must provide the jurisdiction of formation and the date authority to transact business was granted in South Carolina.
4. Reason for Filing the Certificate of Cancellation
The form requires a statement confirming that the limited partnership has dissolved and completed winding up, or that a foreign LP has withdrawn from South Carolina. This declaration confirms statutory eligibility to file the cancellation.
5. Optional Provisions
South Carolina law permits limited partnerships to include additional statements or provisions that are not inconsistent with statutory requirements. These provisions may clarify timing, internal approvals, or other lawful matters related to cancellation.
6. Effective Date of Cancellation
The filer may choose whether the cancellation becomes effective upon filing or on a delayed effective date specified in the form. This flexibility allows partnerships to coordinate cancellation with tax filings or final business matters.
Signature and Execution Requirements
South Carolina requires the signatures of all general partners to validate a Certificate of Cancellation. Each signature must be accompanied by the signer’s printed name. Partial execution or missing signatures render the filing invalid. Proper execution certifies that the cancellation is authorized and accurate under penalty of law.
Information Required on South Carolina Form F0069/F0070
Public Record and Disclosure Notice
Once filed, a Certificate of Cancellation becomes part of the public record maintained by the South Carolina Secretary of State. Information disclosed in the filing, including the partnership name and effective date of cancellation, is accessible to the public.
Because cancellation filings are publicly available, all information must be accurate and complete. Incorrect disclosures may create legal exposure or complicate future business filings involving former partners.
Post-Filing Responsibilities After LP Cancellation
- Termination of State-Level Compliance Duties
After cancellation is accepted, the limited partnership is no longer required to file annual reports, maintain a registered agent, or comply with ongoing South Carolina LP reporting obligations.
- Tax and Recordkeeping Considerations
Cancellation does not eliminate tax obligations that arose before dissolution. The partnership must retain financial records and ensure all federal, state, and local tax filings are completed as required.
- Final Notices and Contractual Wrap-Up
Partners should notify banks, vendors, and contractual counterparties that the LP has been canceled to prevent unauthorized activity or future disputes.
Common Mistakes to Avoid
- Filing Before Winding Up Is Complete
Submitting a Certificate of Cancellation before fully completing the winding-up process is one of the most frequent errors. All debts, liabilities, and asset distributions must be resolved first, and filing too early can invalidate the cancellation or expose general partners to continued legal responsibility.
- Missing Required General Partner Signatures
South Carolina requires execution by all authorized general partners, and any missing or incomplete signature will result in rejection. Filings that lack proper authorization often require resubmission, causing unnecessary delays and additional administrative work.
- Incorrect Partnership Name or Formation Details
Using a partnership name or formation information that does not exactly match state records can delay processing or require corrective filings. Even minor discrepancies in spelling, punctuation, or suffixes may prevent the Secretary of State from accepting the cancellation.
- Failure to Withdraw a Foreign LP Properly
Foreign limited partnerships must file the appropriate Certificate of Cancellation to formally withdraw from South Carolina. Using the wrong form or failing to complete the withdrawal correctly may leave the partnership subject to ongoing fees, reporting obligations, and potential penalties.
How FastFile Supports South Carolina LP Certificate of Cancellation
1. Certificate of Cancellation Preparation
FastFile prepares the appropriate South Carolina Certificate of Cancellation based on whether the limited partnership is domestic or foreign and ensures all required statutory information is included. This preparation process helps confirm that the partnership has met dissolution and winding-up obligations before filing.
2. Signature and Compliance Review
FastFile reviews general partner authorization, signature requirements, and execution standards to verify that the filing is legally valid. This step ensures that all responsible parties have properly approved the cancellation and that the form meets South Carolina execution rules.
3. Filing, Tracking, and Confirmation
FastFile manages submission of the Certificate of Cancellation, tracks the filing status, and confirms acceptance with the South Carolina Secretary of State. Clients receive clear updates so they know when the LP is officially canceled and no longer subject to state compliance obligations.
How FastFile Supports South Carolina LP Certificate of Cancellation
4. FastFile Process, Pricing, and Turnaround
With a simple intake process, transparent flat-fee pricing, and filings often processed within approximately 24 hours, FastFile offers an efficient and reliable solution for LP cancellation. This streamlined approach allows business owners and partners to close the partnership confidently without navigating complex filing procedures on their own.
Conclusion
Filing a South Carolina LP Certificate of Cancellation is a critical final step in properly closing a limited partnership. Accurate completion of the required form, proper authorization by general partners, and compliance with state disclosure rules help protect former partners from ongoing obligations and unnecessary compliance issues.
For partnerships seeking a reliable and efficient filing experience, FastFile offers guided support for South Carolina LP Certificate of Cancellation filings.
FastFile prepares the required documents, reviews signature and compliance requirements, and manages submission and tracking from start to finish.
With flat-fee pricing, a simple intake process, and filings often completed within approximately 24 hours, FastFile helps limited partnerships close their business accurately and with confidence without the stress of navigating state filing rules alone.