How to Dissolve an LLC in South Carolina

What Dissolving a South Carolina LLC Means

Under S.C. Code § 33-44-801, a South Carolina LLC dissolves when a statutory dissolution event occurs. For a voluntary owner-driven dissolution, the operating agreement is especially important because it may specify either the dissolution event or the number or percentage of members whose consent is required.

Dissolution does not instantly end the LLC. Under § 33-44-802, the company continues after dissolution only for the purpose of winding up its business. The LLC’s legal existence ends only when the Articles of Termination become effective.

Before You File: Approve the Dissolution

Start with the LLC’s operating agreement. Section 33-44-801(b)(2) recognizes dissolution by the number or percentage of members specified in the operating agreement. For a consent-based dissolution, § 33-44-404(c)(9) lists consent to dissolve as a matter requiring all members’ consent, unless the operating agreement validly modifies that rule.

Record the approval in written consent or meeting minutes, identify the dissolution date, and keep the authorization with the LLC’s permanent records.

Wind Up the South Carolina LLC

Under § 33-44-803, members who have not wrongfully dissociated may participate in winding up. Winding-up activities can include preserving property temporarily, collecting assets, finishing contracts, selling or transferring property, resolving disputes, discharging liabilities, and making lawful final distributions.

Pay Creditors and Handle Liabilities Before Distributions

South Carolina’s winding-up priority in § 33-44-806 requires company assets to be applied to obligations to creditors before remaining assets are distributed to members.

For known claims, § 33-44-807 provides a written-notice procedure with a claim deadline of at least 120 days after the claimant receives notice. Section 33-44-808 also provides an optional publication procedure for certain other claims; covered claims can be barred if suit is not commenced within five years after publication.

Annual Reports and Status Before Closing

Standard South Carolina LLCs do not file a routine annual report with the Secretary of State. The former LLC annual-report requirement in § 33-44-211 was repealed, and the related annual-report fee was removed from § 33-44-1204.

Even without an SOS annual report, confirm that the entity record is usable and that there are no unresolved filing or administrative-dissolution issues before submitting termination documents.

File South Carolina Articles of Termination

After dissolution and winding up are complete, § 33-44-805 allows the LLC to terminate its existence by filing Articles of Termination with the South Carolina Secretary of State. The filing states the company name, the date of dissolution, and that the company’s business has been wound up and its legal existence terminated.

The current statutory filing fee is $10 under § 33-44-1204. The Secretary of State’s Business Entities system supports online filings and provides downloadable business forms.

The termination is effective when filed unless a later effective date is specified. South Carolina’s general LLC filing rule likewise provides that a filing is effective on receipt unless a delayed effective date and time are stated.

Complete South Carolina Tax and Employer Closeout

The Secretary of State termination filing does not automatically close South Carolina Department of Revenue accounts. SCDOR allows businesses to close applicable tax accounts through MyDORWAY or, for supported taxes, by marking the final return as permanently closed and entering the closing date.

If the LLC had a South Carolina withholding account, close that account through MyDORWAY or the final withholding return. SCDOR states that a WH-1606 Fourth Quarter/Annual Reconciliation is still required if a withholding account was open for any part of the year.

If the LLC had employees subject to South Carolina unemployment insurance, close or inactivate the employer account separately through the Department of Employment and Workforce’s SUITS system. State, professional, county and municipal licenses also need separate cancellation where applicable.

What Happens After the Articles of Termination Are Filed

Under § 33-44-805(b), the LLC’s legal existence terminates when the Articles of Termination are filed or on the later effective date stated in the filing. Keep the accepted filing, dissolution approval, winding-up records, creditor records, final tax filings, employer-account closure, and final accounting records with the company’s permanent files.

Close the Remaining Business Accounts

• South Carolina tax accounts: close sales, withholding, excise and other registrations the LLC actually had.
• Employer/UI account: inactivate the account through SUITS if applicable.
• Licenses and permits: cancel professional, state, county and municipal permissions separately.
• Federal EIN use: follow the IRS business-account closeout process where appropriate.
• Banking and contracts: close only after final checks, refunds and liabilities are resolved.

Common South Carolina LLC Dissolution Mistakes

• Filing Articles of Termination before the LLC has actually completed winding up.
• Ignoring the operating agreement’s dissolution threshold or procedure.
• Distributing assets to members before paying or providing for creditors.
• Treating optional creditor publication as mandatory—or skipping a claims procedure the owners intentionally chose to use.
• Assuming the SOS termination automatically closes SCDOR, DEW, licenses, banking or EIN-related accounts.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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