How a Foreign Nonprofit Qualifies in South Carolina

South Carolina's Nonprofit Corporation Act of 1994, chapter 31 of Title 33, treats a nonprofit as foreign when its incorporation took place in another state or abroad. Section 33-31-1501 keeps that corporation from transacting business here until a certificate of authority issues. After it does, a foreign nonprofit has the same, but no greater, rights as a domestic one, and it carries the same duties, restrictions, penalties and liabilities.

The certificate does not touch the corporation's internal affairs. Its bylaws, membership rules and purposes remain matters for the home law, and the statute states that the chapter does not authorize the state to regulate them.

Transacting business has no statutory definition. In its place the Act supplies a negative list, which it declares incomplete:

• Maintaining, defending or settling any proceeding
• Meetings of directors or members and similar housekeeping
• Having bank accounts
• Registry or transfer offices for memberships and securities, along with any trustee or depositary used for them
• Selling through independent contractors
• Orders solicited by mail or through agents that someone outside the state must accept
• Incurring debt, or acquiring mortgages and comparable liens on property
• Collecting amounts owed and enforcing mortgages or other rights in the collateral
• Owning real or personal property, without more
• One transaction closed inside thirty days, standing alone rather than in a series
• Business in interstate commerce
• Soliciting contributions, as defined in section 33-55-20(3)

Reading the list for a charity

Two items matter most to nonprofits. Owning property without more is exempt, and so is soliciting contributions as the statute defines them. Running programs in South Carolina, holding a lease for an office, or employing staff is not on the list, which is a reason to look closely rather than a rule that registration is required. The Secretary of State's FAQ puts it simply: transacting in South Carolina means applying for a certificate. Registering to solicit charitable donations and tax-exempt status are different matters handled outside this filing. Close calls belong with a South Carolina attorney.

The application is Form F0013, revised October 2018, and the filing fee is $10. Filing is available inside Business Entities Online, which the office describes as faster and forgiving of errors until acceptance. The paper route is a mailed form, a check payable to the state's Secretary, and a stamped return envelope, addressed to 1205 Pendleton Street in Columbia.

What the form asks

• The name of the foreign nonprofit and the state or country that incorporated it
• The date of incorporation and whether its duration is perpetual or limited
• The principal office street address
• The South Carolina registered office and the registered agent there, with the agent's signed consent
• Whether the corporation has members who vote for the board
• Whether, had it been incorporated in South Carolina, it would be a public benefit, religious or mutual benefit corporation
• The names and business addresses of its directors, or those with a director's authority, and its principal officers
• An officer's signature and title

A corporation whose true name cannot be used here may adopt a fictitious name for South Carolina by attaching a certified board resolution that adopts it; instruction 4 and section 33-31-1506 cover the step.

Yes, a certificate is required. Under instruction 3 of Form F0013 the application is accompanied by the home-state original, either a certificate of existence or something of the same import, authenticated by the official holding the corporate records there. Its date must fall within thirty days of South Carolina's receipt of the filing. The statute, section 33-31-1503(b), speaks of sixty days. Since the form is stricter and the office's FAQ lists a stale certificate among the top rejection reasons for foreign applications, plan around thirty.

You order the document from the home-state filing office. Place the order late in your preparation, since the thirty days are measured from the date printed on the certificate.

Section 33-31-1507 requires every foreign nonprofit holding a certificate to maintain a registered office, at the same address as its registered agent, without interruption. Eligible agents fall into three groups: South Carolina residents working from that office, domestic corporations of either kind, and foreign corporations of either kind that hold authority here, again operating from that office. The statute does not mention LLCs and sets no business-hours rule. Before placing an order, have Mainstay Filing support verify that its agent is eligible for your nonprofit.

Changing the agent or the office is done with a statement of change, section 33-31-1508, for $10. If the corporation moves its principal office, section 33-31-1515 requires a notice of change within thirty days.

South Carolina has no annual report for foreign nonprofits at the Secretary of State. The Department of Revenue's guidance says a Chapter 31 nonprofit that is exempt from income taxes under section 501 of the Internal Revenue Code is not subject to the annual report or the license fee, and it files Form SC990T only when it has unrelated business income. Anything beyond that is a tax question for the Department of Revenue or an accountant.

Grounds for revocation include having no registered agent or office, not reporting a change of principal office, agent or office, and a home-state report that the corporation has dissolved or merged away. The corporation has sixty days after service of notice to correct each ground.

Withdrawing

Withdrawal requires a certificate of withdrawal first. The Application for a Certificate of Withdrawal costs $10 and recites that business here has stopped, revokes the agent's appointment, names the Secretary of State to receive process, supplies a mailing address for it, and promises to report address changes for six years.

The price of operating without a certificate is set by section 33-31-1502.

• Court is closed to its own claims until a certificate issues, a limit that also binds a successor and the assignee of a related claim. A court may also stay such a case until it settles whether a certificate was needed.
• Each day of unauthorized business adds a $10 civil penalty, capped at $1,000 in total, and collection is the Attorney General's job.
• None of its corporate acts is voided, and it may still respond to a lawsuit.

Mainstay Filing's checkout for foreign qualification serves only LLCs and for-profit businesses, so a nonprofit corporation cannot use it. So Form F0013 is filed by the nonprofit or its attorney. Mainstay Filing's offer is the registered agent at $149 yearly, a flat rate that carries through renewal.

Mainstay Filing's address is the one that would appear on the application and become public. Process served there is scanned into your online account on the day it comes in, without a fee. Official mail from government offices is scanned free as well, up to three pieces a year. Where another agent is registered already, Mainstay Filing submits the replacement and passes the state's $10 fee through at cost. The South Carolina registered agent page explains the service. Mainstay Filing supplies filing and agent services, and legal advice is outside them.