Learn how to file South Carolina Benefit Corporation Articles of Dissolution, including approval rules, filing steps, and FastFile’s 24-hour service.
South Carolina Benefit Corporation Articles of Dissolution Guide
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 Articles of Dissolution for a Benefit Corporation
The South Carolina Articles of Dissolution for a Benefit Corporation are the formal documents filed with the South Carolina Secretary of State to terminate the legal existence of a benefit corporation. Filing Form F0159 confirms that the corporation has followed all required internal approval procedures and is authorized to dissolve under South Carolina law.
Once accepted, the filing marks the beginning of the winding-up process, during which the corporation settles liabilities, distributes remaining assets, and concludes its public benefit obligations as required by statute.
Legal Authority Governing Benefit Corporation
- South Carolina Business Corporation Act
Benefit corporations in South Carolina are governed by the South Carolina Business Corporation Act, along with the state’s specific provisions applicable to benefit corporations. These statutes establish the legal framework for corporate formation, governance, and dissolution, including the required approvals and filing standards.
- Benefit Corporation-Specific Statutes
In addition to general corporate law, benefit corporations are subject to statutes that protect their public benefit purpose. These laws require that dissolution decisions follow enhanced approval rules to ensure that shareholder rights and the stated public benefit objectives are properly considered.
- Secretary of State Filing Authority
The South Carolina Secretary of State is the official authority responsible for accepting and recording Articles of Dissolution for benefit corporations. A dissolution is not legally effective until the Articles of Dissolution are properly filed and accepted by this office.
Eligibility Requirements Before Filing Articles of Dissolution
- Proper Internal Authorization Completed
Before filing Articles of Dissolution, the benefit corporation must complete all required internal approval steps. This includes authorization by incorporators, initial directors, or shareholders, depending on whether shares have been issued and how the corporation is structured.
- Compliance With Voting and Approval Thresholds
If the corporation has issued shares, shareholder approval must meet the applicable statutory or governing-document voting thresholds. The corporation must be able to certify that all voting groups, classes, or series entitled to vote were properly included.
- Good Standing With the State
The benefit corporation should be in good standing with the South Carolina Secretary of State before dissolution. Outstanding reports, unresolved compliance issues, or incorrect registered agent information may delay acceptance of the dissolution filing.
- Ability to Certify Accuracy
The filing must be signed under certification that all statements are true and correct. The corporation must have access to accurate records regarding approvals, voting results, and corporate officers before submitting the Articles of Dissolution.
What Are South Carolina Articles of Dissolution for a Benefit Corporation
Methods of Authorizing Benefit Corporation Dissolution
1. Dissolution Approved by Incorporators or Initial Directors
The South Carolina Articles of Dissolution for a Benefit Corporation are the formal documents filed with the South Carolina Secretary of State to terminate the legal existence of a benefit corporation.
Filing Form F0159 confirms that the corporation has followed all required internal approval procedures and is authorized to dissolve under South Carolina law.
Once accepted, the filing marks the beginning of the winding-up process, during which the corporation settles liabilities, distributes remaining assets, and concludes its public benefit obligations as required by statute.
2. Dissolution Approved by Shareholders
If the benefit corporation has issued shares, dissolution must be approved by shareholders entitled to vote on the matter. The approval must meet the voting standards set by South Carolina law and the corporation’s governing documents.
This method reflects the ownership interests of shareholders and ensures that dissolution is supported by the required voting threshold before filing Form F0159.
Shareholder Voting Information Required for Dissolution
1. Voting Groups and Share Classes
The Articles of Dissolution must identify each voting group involved in approving the dissolution, including any class or series of shares entitled to vote separately. This disclosure ensures compliance with statutory class-voting requirements and confirms that all shareholders with voting rights were properly included in the approval process.
2. Vote Counts and Approval Thresholds
The filing must state the number of shares entitled to vote, the number of shares represented at the meeting or by written consent, and the number of votes cast in favor of and against dissolution.
The form must confirm that the votes cast satisfied the applicable approval threshold under South Carolina law, whether unanimous or by statutory majority. These details allow the Secretary of State to verify that dissolution was lawfully authorized.
Information Required on South Carolina Form F0159
1. Corporation Identification Details
The corporation must list its exact legal name as registered with the South Carolina Secretary of State, along with the date of incorporation. Any discrepancy between the filing and state records may result in rejection or processing delays.
2. Registered Agent Information
The name and physical address of the registered agent on record must be included. This information allows the state to confirm service of process details during the dissolution process and any remaining wind-up period.
3. Directors and Officers Information
Form F0159 requires the names and business or residential addresses of current directors and officers. This disclosure confirms who authorized the dissolution and who remains responsible for corporate actions during winding up.
4. Dissolution Dates
The filing must include the date on which dissolution was authorized and may include an effective date if dissolution is intended to take effect later. Providing clear and accurate dates ensures the dissolution timeline complies with statutory requirements.
Signature and Execution Requirements
1. Authorized Signers
The Articles of Dissolution must be signed by an authorized officer or director of the benefit corporation. The signer certifies that all statements in the filing are true and that dissolution was properly approved under South Carolina law.
2. Execution Standards
Each signature must include the signer’s printed name and official title. If additional space is required to list directors, officers, or voting information, attachments may be included as long as they are clearly referenced and consistent with the form.
Information Required on South Carolina Form F0159
Post-Filing Responsibilities After Dissolution
- Winding Up Corporate Affairs
After dissolution is filed, the benefit corporation enters the winding-up phase. During this period, the corporation must settle debts, resolve claims, and conclude contractual obligations in accordance with South Carolina law.
- Distribution of Remaining Assets
Any remaining assets must be distributed in compliance with statutory requirements, the corporation’s articles, and benefit corporation rules. This may include honoring restrictions tied to the corporation’s public benefit purpose.
- Ongoing Legal and Tax Obligations
Dissolution does not immediately eliminate all responsibilities. The corporation may still need to file final tax returns, respond to legal notices, or complete regulatory filings related to its prior operations.
- Record Retention
Corporate records, including dissolution approvals and filings, should be retained for legal and compliance purposes. These records may be needed for audits, disputes, or regulatory inquiries after dissolution.
Common Mistakes to Avoid
- Using the Wrong Approval Method
A frequent error is selecting an approval method that does not match the corporation’s structure. Filing as though shareholder approval is unnecessary when shares have been issued can invalidate the dissolution.
- Incomplete or Incorrect Voting Disclosures
Omitting required details about voting groups, share classes, or vote counts may cause the Secretary of State to reject the filing. All voting information must be complete and consistent with corporate records.
- Improper Signatures or Missing Titles
Articles of Dissolution must be signed by an authorized individual with the correct title clearly indicated. Missing signatures or unclear authority are common reasons filings are returned.
- Assuming Dissolution Ends All Obligations Immediately
Dissolution does not eliminate post-filing duties. Failing to complete winding-up responsibilities, tax filings, or asset distributions can expose the corporation or its directors to future legal issues.
How FastFile Supports South Carolina Benefit Corporation Dissolution
1. End-to-End Guidance for Benefit Corporation Dissolution
FastFile supports your corporation from the initial review stage through final confirmation of filing. Rather than leaving you to interpret statutory rules, voting thresholds, and state forms on your own, our team manages each step in an organized workflow that reduces uncertainty and administrative burden.
2. Articles of Dissolution Preparation Tailored to Your Corporation
FastFile prepares South Carolina Form F0159 (Articles of Dissolution) based on your corporation’s specific facts, including whether shares were issued, which approval method was used, and how the board or shareholders authorized dissolution.
Our team ensures that:
- The correct dissolution authority is selected
- Required statutory statements are properly included
- Dates, corporate identifiers, and signer information are consistent with state records
This tailored preparation significantly reduces the risk of rejection caused by incorrect selections or missing disclosures.
3. Shareholder Voting and Compliance Review for Benefit Corporations
Benefit corporations face heightened scrutiny during dissolution due to shareholder rights and public benefit obligations. FastFile performs a careful review of shareholder voting information, including:
- Voting groups, classes, or series entitled to vote
- Approval thresholds required under South Carolina law
- Vote counts cast FOR and AGAINST dissolution when applicable
By verifying these details before filing, FastFile helps ensure the dissolution reflects lawful authorization and meets statutory standards, protecting the corporation from future disputes or filing challenges.
4. Accuracy Checks and Risk Reduction Before Submission
Before submitting your Articles of Dissolution, FastFile conducts internal accuracy checks to confirm that all required fields are complete and internally consistent.
This review helps prevent common errors such as mismatched corporate names, incomplete signer declarations, or improper approval statements that can delay acceptance by the Secretary of State.
How FastFile Supports South Carolina Benefit Corporation Dissolution
5. Filing, Tracking, and Confirmation With Clear Communication
FastFile manages the entire submission process with the South Carolina Secretary of State, including:
- Electronic or paper filing as required
- Monitoring filing status
- Confirming acceptance once the dissolution is recorded
Clients receive clear updates throughout the process, so there is no uncertainty about whether the dissolution has been properly completed.
6. Simple Intake, Transparent Pricing, and Fast Turnaround
FastFile’s process is designed to be efficient and client-friendly:
- A short intake requiring only essential information
- Flat-fee pricing with no hidden costs
- Most filings processed within approximately 24 hours, depending on state processing times
This approach allows corporations to dissolve efficiently without unnecessary delays or administrative confusion.
7. A Dependable Partner for a Proper Corporate Exit
Dissolving a benefit corporation requires more than just submitting a form, it requires compliance, accuracy, and careful handling of shareholder approvals.
FastFile provides the structure, expertise, and reliability needed to close your corporation properly, so you can move forward with confidence knowing the dissolution was handled correctly from start to finish.
Conclusion
Properly dissolving a South Carolina Benefit Corporation is a critical legal step that protects directors, shareholders, and the public record. From confirming lawful authorization to accurately completing Form F0159, each requirement plays a role in ensuring the dissolution is valid and enforceable.
FastFile provides a reliable, structured solution for dissolving a South Carolina Benefit Corporation with confidence. Our team prepares the Articles of Dissolution, reviews shareholder voting details, verifies statutory compliance, and manages filing from start to confirmation.
With a simple intake process, flat-fee pricing, and most filings completed within approximately 24 hours, FastFile removes uncertainty from the dissolution process.
Whether your corporation requires incorporator approval, shareholder authorization, or complex vote disclosures, FastFile delivers accuracy, speed, and dependable support at every step so you can close your corporation properly and without unnecessary delays.