South Carolina Certificate of Authority for a Registered Foreign LLP

Foreign, to South Carolina, means an LLP whose home law is not its own, whether that is another state or another nation. Article 11 of the South Carolina partnership chapter, chapter 41 of Title 33, sets the terms for those partnerships, and the Secretary of State issues the certificate. Home law keeps control of the partnership's organization, internal affairs, the partners' liability for partnership debts, and partner authority.

The certificate gives a foreign LLP and its partners no more rights or privileges than a South Carolina LLP has in dealings with outsiders, and it cannot authorize any business a South Carolina LLP is forbidden to conduct. An individual who renders professional services in the state for a foreign LLP stays liable as section 33-41-370(D) provides.

Under section 33-41-1210, a foreign LLP is barred from transacting business here while it has no certificate. The statute never defines that phrase; it names ten activities that fall outside it, and calls the list non-exhaustive:

• Maintaining, defending or settling any proceeding
• Partner meetings and other internal matters
• Having bank accounts
• Sales made through independent contractors
• Soliciting orders by whatever means, where acceptance elsewhere is what makes the contract
• Borrowing money against property and granting or taking mortgages and other security interests
• Securing or collecting debts and enforcing mortgages, security interests and other rights in the collateral
• Owning real or personal property, without more
• A one-time deal wrapped up in thirty days, with no pattern of repetition
• Business in interstate commerce

A carve-out for professional practices

Subsection (C) adds a special rule: a foreign LLP that renders a professional service does not need a certificate unless it maintains, or intends to maintain, an office in South Carolina for business or professional practice. A professional LLP with no local office can therefore be outside the requirement. Anything unclear is a question for a South Carolina attorney.

Owning property is on the list only when nothing more accompanies it. A partnership that rents out, develops or operates what it owns has stepped beyond the exemption.

The application is Form F0016, which doubles as the renewal form and is revised August 2016. The filing fee is $100, payable to the Secretary of State. Two copies are required, the original and a duplicate original or conformed copy. They go by post to 1205 Pendleton Street, Columbia, with a stamped envelope for the return copy; the alternative is Business Entities Online, where the Secretary of State promises quicker handling and the chance to correct mistakes before acceptance.

What the application contains

• Whether it is an original application or a renewal
• The partnership's name, closing with either the phrase Registered Limited Liability Partnership or the letters L.L.P.
• The place of organization and the date
• The street address of a proposed registered office in the state and the agent stationed there, who signs a consent
• A statement that the partnership carries at least $100,000 of liability insurance, beyond any deductible, of the type described in the statute, or holds segregated funds of the same amount
• For professional practices, statements that every partner is licensed somewhere to render the service and at least one is licensed in South Carolina, and that any added insurance the licensing authority requires is in place
• Consent to have the Department of Revenue and the state's courts decide the partnership's South Carolina tax liability
• Signatures of partners holding a majority in interest, or of partners authorized to sign

South Carolina wants one. Form F0016's checklist insists on the original certificate of existence issued by the state where the LLP began, dated within the last 30 days. Section 33-41-1160(B) itself speaks of a certificate or similar record vouched for by the official at home who holds the LLP's records. Last quarter's copy will not do.

The partnership obtains it from the home-state filing office. Because the certificate counts its age from its own date, wait until the rest of the filing is ready before you order it.

On the application the LLP lists its proposed South Carolina office and the agent stationed at it, and the agent signs a consent. Chapter 41 says nothing about who may serve and sets no business-hours rule.

Changing the agent or the agent's address uses a notice form that costs $10. An amended certificate of authority is needed if the LLP changes its name, its registered office or agent, or its home state or country, and when the original application contained a false statement. The amendment fee is $100.

The certificate takes effect for a year counted from the filing date, unless the LLP withdraws earlier. To keep it, the LLP files a renewal application during the sixty days before the current term would end, with another $100. A renewal that is filed in that window renews the registration, and a renewal's term runs a year past the date the previous term would have ended.

Calendars matter here more than they do for most entities. A lapsed certificate puts the partnership back in the position of one without authority, with the consequences described below. The Secretary of State sends nothing that substitutes for tracking your own renewal date.

Cancellation

An LLP that stops doing business here files an application for cancellation, $10. In it the LLP says it has ceased transacting business, surrenders the certificate, ends its agent's appointment and accepts process via the Secretary of State, whose authority to take process for earlier claims continues afterward.

Section 33-41-1200 lists what follows.

• No court action of its own can proceed in South Carolina until a certificate has been issued to the LLP.
• Nothing it did becomes void: contracts stand, counterparties may still sue on them, and the LLP may defend itself in any proceeding.
• The state can charge it back fees for the period, as if it had registered, along with penalties the chapter imposes; collection falls to the Attorney General through a lawsuit.
• A civil penalty of $10 each day also accrues, limited to $1,000 in any year, recoverable by the Attorney General.
• Once a court finds a violation, it must also enjoin the LLP from further business and from exercising LLP rights here, and the injunction continues until the LLP pays what the court assessed and otherwise complies with the article.
• A partner is not liable for the LLP's debts and obligations solely because it transacted business without registering.

Unregistered activity additionally makes the Secretary of State the person on whom claims from that activity may be served.

Mainstay Filing's foreign qualification product serves LLCs and for-profit corporations. For an LLP, the partners or their attorney prepare and file Form F0016 and every annual renewal. The agent role is what Mainstay Filing offers, at $149 yearly, and renewal does not change the rate.

The address the application lists would be Mainstay Filing's, and it becomes public. Anything served there gets scanned into your account before that business day closes, with no fee, and the first three agency mailings of each year are scanned for nothing. If a different agent is on record, Mainstay Filing can file the substitution and bill the state's $10 fee at cost. The South Carolina registered agent page covers the service in detail. Mainstay Filing does not give legal advice.