Learn how to dissolve a South Carolina nonprofit corporation, including Form F0112 requirements, Attorney General notice, and post-filing compliance steps.
Heading 1: Guide to South Carolina Nonprofit Corporation Dissolution
Dissolving a nonprofit corporation in South Carolina requires careful attention to statutory rules, approval procedures, and regulatory oversight. From obtaining proper authorization to notifying the South Carolina Attorney General when required, each step must be completed accurately to ensure the dissolution is legally valid.
What Are South Carolina Articles of Dissolution for a Nonprofit Corporation
South Carolina Articles of Dissolution are formal legal documents filed with the Secretary of State to officially terminate a nonprofit corporation’s existence. Once approved, the filing confirms that the nonprofit has properly authorized dissolution, satisfied statutory requirements, and entered the winding-up phase.
Filing Articles of Dissolution ends the organization’s authority to conduct ongoing activities, except those necessary to conclude affairs, distribute assets, and satisfy obligations under South Carolina law.
Legal Authority Governing Nonprofit Dissolution in South Carolina
1. South Carolina Nonprofit Corporation Act
Nonprofit dissolution in South Carolina is governed by Title 33, Chapter 31 of the South Carolina Code of Laws, commonly known as the South Carolina Nonprofit Corporation Act. Sections 33-31-1401 through 33-31-1404 establish the legal framework for authorizing, approving, and filing a nonprofit dissolution.
2. Role of the Secretary of State and Attorney General
The South Carolina Secretary of State is responsible for reviewing and filing the Articles of Dissolution to formally dissolve the nonprofit corporation. In addition, the South Carolina Attorney General plays an oversight role for charitable and public-benefit nonprofits.
Certain dissolutions require notice to, or approval from, the Attorney General to ensure charitable assets are handled in compliance with public-interest laws. Failure to meet these requirements can result in rejection of the filing.
Voting and Approval Methods for Nonprofit Dissolution
1. Dissolution Approved by Members (§33-31-1402)
If the nonprofit corporation has voting members, dissolution generally must be approved by those members. Approval requires compliance with statutory voting thresholds and any additional requirements stated in the Articles of Incorporation or bylaws. Member approval ensures that individuals with governance rights formally consent to ending the organization’s existence.
2. Dissolution Approved by Board of Directors (§33-31-1402(b))
When a nonprofit has no members, or when member approval is not required under its governing documents, the board of directors may authorize dissolution. In this case, a majority vote of directors in office is typically required. The board’s resolution must be properly documented and disclosed in the Articles of Dissolution.
3. Dissolution Approved by Incorporators (§33-31-1401)
If the nonprofit corporation has not yet appointed directors or admitted members, the incorporators may approve dissolution. This method is limited to early-stage nonprofits and must be clearly disclosed in the filing to confirm that incorporator authority remains valid under the statute.
What Are South Carolina Articles of Dissolution for a Nonprofit Corporation
Shareholder / Member Voting Information Requirements
1. Classes or Groups of Membership
When member approval is required, South Carolina law mandates disclosure of each class or group of members entitled to vote on dissolution. If different classes have separate voting rights, the Articles of Dissolution must identify each class and confirm that required approvals were obtained independently.
2. Vote Counts and Approval Thresholds
The filing must include detailed voting information, including the number of memberships outstanding, the number entitled to vote, and the number of votes cast for and against dissolution. These disclosures allow the Secretary of State to verify that the nonprofit met statutory approval thresholds and complied with its governing documents.
Notice of Dissolution to the South Carolina Attorney General
- Attorney General oversight for charitable nonprofits
Certain nonprofit corporations, especially those holding charitable assets or operating for public benefit purposes, are subject to oversight by the South Carolina Attorney General.
Before or in connection with filing Form F0112, these organizations may be required to provide written notice of dissolution to the Attorney General’s Office to ensure that charitable assets are handled lawfully and in the public interest.
- Confirmation of asset distribution compliance
The notice requirement allows the Attorney General to review whether remaining nonprofit assets will be distributed in accordance with statutory restrictions, donor intent, and the organization’s governing documents. This includes verifying that assets are transferred to another qualified nonprofit or charitable entity when required by law.
- Disclosure within the Articles of Dissolution
South Carolina Form F0112 requires the nonprofit to disclose whether Attorney General notice or approval was required and whether it has been obtained. Failure to provide accurate disclosure may result in rejection of the filing or additional compliance inquiries from the state.
Information Required on South Carolina Form F0112
1. Corporation Identification
Form F0112 requires the nonprofit’s exact legal name as registered with the Secretary of State and the date of incorporation. This information ensures the dissolution filing is applied to the correct legal entity.
2. Authorization Details
The form must state the date dissolution was authorized and identify the approval method used, such as member vote, board resolution, or incorporator action. Accurate authorization details confirm that dissolution was lawfully approved.
3. Voting Statements (If Member Approval Required)
If members approved dissolution, the form must include voting statements that summarize class structure, voting rights, and vote totals. These statements demonstrate compliance with statutory and internal governance requirements.
4. Third-Party Approval Disclosure
Some nonprofits require approval from third parties, such as courts, regulators, or the Attorney General. Form F0112 requires disclosure confirming whether such approval was required and obtained, protecting public and charitable interests.
5. Effective Date of Dissolution
The nonprofit may choose for dissolution to become effective upon filing or on a delayed effective date, not exceeding statutory limits. This allows organizations to coordinate dissolution timing with asset distribution or final compliance obligations.
Information Required on South Carolina Form F0112
Signature, Affidavit, and Notarization Requirements
South Carolina requires the Articles of Dissolution to be signed by an authorized officer, director, or incorporator. In addition, an affidavit affirming the signer’s authority must accompany the filing and be properly notarized.
The affidavit certifies that the dissolution was approved in accordance with South Carolina law, and missing or improperly notarized affidavits are a common cause of filing rejection.
Post-Filing Responsibilities After Dissolution
- Completion of the winding-up process
After the Articles of Dissolution are filed, the nonprofit corporation must complete the winding-up phase. This includes paying outstanding debts, resolving obligations, and concluding contractual or operational matters consistent with South Carolina nonprofit law.
- Distribution of remaining assets
Any remaining assets must be distributed according to the nonprofit’s Articles of Incorporation, bylaws, and applicable charitable trust principles. Assets may not be distributed to private individuals and must generally be transferred to another qualifying nonprofit or charitable organization.
- Final tax and reporting obligations
The nonprofit remains responsible for filing final federal and state tax returns, including required IRS filings related to dissolution. Failure to complete post-dissolution tax obligations can expose directors or officers to compliance issues even after the entity has been dissolved.
Common Mistakes to Avoid When Filing Form F0112
- Incorrect or incomplete authorization statements
One of the most frequent errors involves failing to accurately state how dissolution was approved. Form F0112 must clearly reflect whether dissolution was authorized by members, directors, or incorporators, and inconsistencies with governing documents can lead to rejection.
- Missing Attorney General disclosures
Omitting required disclosures regarding Attorney General notice or approval is a common compliance issue. Nonprofits subject to oversight must accurately confirm whether notice was required and provided, or the filing may be delayed.
- Incomplete voting information
When member approval is required, the form must include proper voting statements, including class structure and approval thresholds. Missing or vague voting details prevent the Secretary of State from verifying statutory compliance.
- Improper signatures or notarization
Form F0112 requires execution by an authorized signer along with a notarized affidavit. Missing signatures, incorrect titles, or incomplete notarization are among the most common reasons filings are returned unprocessed.
How FastFile Supports South Carolina Nonprofit Dissolution
1. Articles of Dissolution Preparation
FastFile prepares South Carolina nonprofit Articles of Dissolution with careful attention to Form F0112 requirements, approval methods, and statutory disclosures. Each filing is customized to reflect the nonprofit’s governance structure and dissolution authorization.
2. Attorney General Notice Guidance
FastFile provides guidance on Attorney General notice requirements, helping nonprofits identify when notice or approval is required and ensuring proper documentation is included with the filing.
3. Compliance Review and Filing Accuracy
Every filing is reviewed for accuracy, including voting statements, affidavits, notarization, and effective date selection. This compliance review reduces the risk of rejection or delays by the Secretary of State.
How FastFile Supports South Carolina Nonprofit Dissolution
4. FastFile Process, Pricing, and Turnaround
With a simple intake process, transparent flat-fee pricing, and filings often prepared within approximately 24 hours, FastFile delivers a reliable and efficient solution for nonprofit dissolution. Clients receive clear communication, filing confirmation, and confidence that the dissolution is handled correctly from start to finish.
Conclusion
Properly dissolving a South Carolina nonprofit corporation is more than submitting a form, it involves following strict approval rules, making required disclosures, and completing post-filing obligations to close the organization responsibly.
For nonprofits seeking a reliable and structured dissolution process, FastFile provides guided support designed specifically for South Carolina nonprofit compliance. FastFile prepares the Articles of Dissolution, reviews approval and voting details, and helps confirm Attorney General notice requirements before filing.With a simple intake process, flat-fee pricing, and most filings completed within approximately 24 hours, FastFile reduces delays and minimizes filing errors. From document preparation to submission tracking and confirmation, FastFile allows nonprofit leaders to complete dissolution confidently, accurately, and without unnecessary administrative burden.