Dissolving a Benefit Corporation in South Carolina requires careful compliance with statutory procedures that protect shareholders, directors, and the public benefit purpose of the entity. The South Carolina Articles of Dissolution serve as the official filing that legally ends the corporation’s existence after proper authorization and internal approval.
What Are South Carolina LLC Articles of Termination
South Carolina LLC Articles of Termination are the final filing used to officially terminate a limited liability company after dissolution and winding up have been completed. This document notifies the South Carolina Secretary of State that the LLC has satisfied all statutory requirements to end its existence.
It is important to note that termination is distinct from dissolution. Dissolution begins the winding-up process, while Articles of Termination conclude it. Without filing Form F0045, an LLC may remain listed as inactive but not legally terminated.
Legal Authority for LLC Termination in South Carolina
The authority for terminating a South Carolina LLC is governed by South Carolina Code §33-44-805. Under this statute, an LLC may file Articles of Termination only after it has been properly dissolved and its business affairs fully wound up.
The statute also establishes who is authorized to sign the termination filing, such as a member, manager, organizer, or other person with legal authority to act on behalf of the LLC. Filing Articles of Termination certifies that these statutory conditions have been met and that the information provided is accurate under penalty of perjury.
What Are South Carolina LLC Articles of Termination
Eligibility Requirements Before Filing Articles of Termination
- LLC must be properly dissolved
Before filing South Carolina LLC Articles of Termination, the limited liability company must already be legally dissolved in accordance with its operating agreement or applicable provisions of South Carolina law. Dissolution confirms that the LLC has ceased ordinary business activities and entered the winding-up phase.
- Winding up must be completed
The LLC must finish winding up its affairs before termination. This includes settling debts, resolving outstanding obligations, distributing remaining assets to members, and addressing known liabilities. Filing termination certifies that these steps have been completed.
- No ongoing statutory barriers to termination
The LLC must not be subject to legal restrictions that prevent termination, such as unresolved administrative actions or court orders. Filing Articles of Termination confirms that no legal impediments remain.
Information Required on South Carolina Form F0045
1. LLC Legal Name
The form requires the exact legal name of the LLC as it appears on file with the South Carolina Secretary of State. Any variation, abbreviation, or spelling error may cause the filing to be rejected or delayed. Accuracy ensures the termination is applied to the correct entity.
2. Date Articles of Organization Were Filed
The original filing date of the Articles of Organization must be provided. This information links the termination filing to the LLC’s formation record and helps the state verify the entity’s identity and history.
3. Date of Dissolution
The LLC must list the official date of dissolution, which confirms when the company formally began winding up its affairs. This date must be consistent with the LLC’s internal records and comply with South Carolina law.
4. Effective Date of Termination
Form F0045 allows the filer to specify whether termination is effective upon filing or on a future date. Selecting the correct effective date is critical, as it determines when the LLC’s legal existence officially ends and when ongoing obligations cease.
Authorized Signers and Execution Requirements
- Authorized individual must execute the filing
South Carolina law requires the Articles of Termination to be signed by a person with legal authority to act on behalf of the LLC. This may include a member, manager, organizer, or another authorized representative.
- Certification of accuracy under penalty of perjury
By signing Form F0045, the authorized signer certifies that all information provided is true, complete, and accurate. This certification carries legal significance and reinforces the importance of reviewing the filing carefully before submission.
- Proper execution ensures acceptance
Incomplete signatures, missing authority, or incorrect execution can result in rejection or delays. Ensuring proper signer authority is a critical step in completing the South Carolina LLC termination process.
Authorized Signers and Execution Requirements
Public Record and Disclosure Notice
Once filed and accepted, South Carolina LLC Articles of Termination become part of the public record maintained by the Secretary of State. Certain information, including the LLC name and termination dates, is publicly accessible.
Because termination filings are public, businesses should ensure that only required information is included and that all entries are accurate. Errors or unnecessary disclosures may create complications after termination.
Post-Filing Responsibilities After Termination
- Maintain final business records
Even after termination, former LLC owners should retain dissolution and termination records, tax filings, and financial documentation for the period required by law. These records may be needed for audits, disputes, or future reference.
- Address final tax and regulatory obligations
Termination with the Secretary of State does not automatically resolve tax obligations. The LLC may still need to file final federal, state, or local tax returns and close associated tax accounts.
- Notify banks and third parties
After termination, financial institutions, vendors, and other third parties should be notified that the LLC has been legally closed to prevent future transactions or misunderstandings.
Common Filing Mistakes to Avoid
- Filing termination before dissolution is complete
Submitting Articles of Termination before properly dissolving and winding up the LLC can lead to rejection or future legal issues. Termination is the final step, not the first.
- Incorrect or inconsistent dates
Providing dates that do not align with the LLC’s dissolution records or Articles of Organization may cause processing delays or rejection by the Secretary of State.
- Unauthorized or missing signatures
Filings signed by individuals without proper authority, or filings missing required execution, are among the most common reasons termination documents are returned.
- Assuming termination ends all obligations
Termination ends the LLC’s legal existence with the state but does not automatically resolve tax filings or recordkeeping duties. Overlooking these responsibilities can create future compliance issues.
How FastFile Supports South Carolina LLC Termination
1. Articles of Termination Preparation
FastFile prepares South Carolina LLC Articles of Termination with careful attention to statutory requirements and Form F0045 instructions. Each filing is completed using the LLC’s verified formation and dissolution details to reduce the risk of rejection.
2. Compliance and Signature Review
Before submission, FastFile reviews signer authority, required certifications, and statutory compliance. This review helps confirm that the individual signing the form is properly authorized and that all legal prerequisites for termination have been satisfied.
How FastFile Supports South Carolina LLC Termination
3. Filing, Tracking, and Confirmation
FastFile manages submission of the Articles of Termination to the South Carolina Secretary of State and monitors the filing status. Once processed, confirmation is provided so business owners have clear documentation that the LLC has been officially terminated.
4. FastFile Process, Pricing, and Turnaround
With a guided intake process, flat-fee pricing, and filings often completed within approximately 24 hours, FastFile delivers an efficient and dependable solution for South Carolina LLC termination. Clients answer a short set of questions while FastFile handles preparation, review, and submission.