How to Reinstate a South Carolina Corporation After Administrative Dissolution

If a South Carolina corporation has been administratively dissolved, it is not necessarily the end of the business. In many cases, the corporation can be reinstated by clearing its tax issues, obtaining the required Certificate of Tax Compliance from the South Carolina Department of Revenue, and filing the correct reinstatement application with the South Carolina Secretary of State.

This guide explains the current process for a South Carolina corporation that wants to be revived after administrative dissolution. It focuses on the filing sequence, the required forms, the state fees, and the most common mistakes that delay approval.

What reinstatement means for a South Carolina corporation

Administrative dissolution usually happens because a corporation missed a required filing or failed to remain in compliance with state requirements. Reinstatement is the process that restores the corporation after that administrative dissolution.

For a South Carolina business corporation, reinstatement may be filed at any time after administrative dissolution. The key point is that tax compliance must be resolved first if the dissolution was tied to Department of Revenue issues.

This article is about a domestic South Carolina corporation. Other entity types, such as nonprofits and LLCs, can have different reinstatement rules and deadlines.

Step 1: Fix South Carolina tax compliance issues first

If the corporation was dissolved for tax-related reasons or still has unresolved tax matters, the South Carolina Department of Revenue must clear the account before the Secretary of State will accept the reinstatement filing.

That usually means:

• Filing any missing corporate tax returns
• Paying taxes owed, including penalties and interest if applicable
• Requesting a Certificate of Tax Compliance from the Department of Revenue

The Department of Revenue uses Form C-268, Certificate of Tax Compliance Request Form, for this purpose. The current request fee is $60 and it is nonrefundable.

Recommended way to request the compliance letter

The Department of Revenue recommends using MyDORWAY, its online tax portal, because it is the fastest and most secure option.

You can also submit the C-268 form by mail, email, or fax if needed. If you submit the request on paper, make sure the form is complete and that the fee is included.

What happens after the request is submitted

Once the Department of Revenue receives the request, it reviews the corporation’s tax accounts. If delinquencies are found, the corporation is notified and given time to correct them.

Allow at least 10 business days for processing. If the request is approved, the department issues the Certificate of Tax Compliance.

That compliance letter is time-sensitive. In South Carolina, it is valid for 30 days from the date it is issued, so the corporation should move quickly to the next filing step.

Step 2: Complete the Secretary of State reinstatement application

After tax compliance is resolved, the corporation must file the Application for Reinstatement of a Corporation Dissolved by Administrative Action with the South Carolina Secretary of State.

This is the main reinstatement form used for South Carolina business corporations.

Information that must appear on the application

The form asks for basic corporate details, including:

• The corporation’s legal name
• The date of incorporation
• The date of dissolution
• Whether the grounds for administrative dissolution never existed or have been eliminated
• A statement that the corporation’s name still satisfies South Carolina naming requirements

The filing must also be signed, with the signer’s printed name and capacity clearly stated.

Filing in duplicate

The current instructions require two copies of the reinstatement form, including one duplicate original or conformed copy. If the space on the form is not enough, additional pages can be attached as long as they reference the relevant section.

A self-addressed stamped envelope should also be included if the filer wants a copy returned by mail.

Step 3: Submit the filing and pay the Secretary of State fee

The Secretary of State filing fee for a corporation reinstatement application is $25.

Make the payment payable to the Secretary of State and submit the application with the Certificate of Tax Compliance attached.

Mailing address for the filing

Secretary of State
Attn: Corporate Filings
1205 Pendleton Street, Suite 525
Columbia, SC 29201

The filing can be submitted by mail or in person using the current instructions on the Secretary of State form.

What the Secretary of State reviews

Before reinstatement is accepted, the Secretary of State checks whether the application is complete and whether the corporation has satisfied the statutory requirements for reinstatement.

In practical terms, that means the filing needs to be accurate, the tax compliance letter needs to be valid, and the corporation’s name must still meet South Carolina requirements.

If the name is no longer available or the form is incomplete, the filing may be rejected or delayed.

Common reasons reinstatement filings get delayed

The most common problems are straightforward, but they can slow everything down:

• The corporation files before clearing tax compliance issues
• The C-268 request is incomplete or missing the fee
• The compliance letter expires before the reinstatement filing is submitted
• The reinstatement application is missing a signature, printed name, or capacity
• The filing is not submitted in duplicate
• The Secretary of State fee is incorrect or payable to the wrong office
• The corporation’s name does not satisfy South Carolina naming rules

A complete filing package saves time and reduces the chance of rejection.

How long reinstatement takes

The tax compliance stage usually takes the most time. The Department of Revenue advises allowing at least 10 business days for processing the compliance request.

The Secretary of State filing should be submitted promptly after the compliance letter is issued, because the letter is valid for only 30 days.

The exact timing for reinstatement can vary depending on whether the application is complete and whether any issues remain with the corporation’s records.

Reinstatement is not the same as winding up the business

If the owners do not want to bring the corporation back, the better path may be dissolution rather than reinstatement.

If a business is closing permanently, the corporation should follow the proper dissolution process with the Secretary of State and then file the final tax return with the Department of Revenue when required.

A final tax return does not, by itself, close the corporate record with the Secretary of State.

Quick answers to common questions

Can a South Carolina corporation reinstate at any time?

Yes. A South Carolina business corporation may reinstate at any time after administrative dissolution.

What is the total state cost?

The current state fees are $60 for the Department of Revenue compliance request and $25 for the Secretary of State reinstatement filing.

Does the corporation need tax clearance first?

Yes. If tax compliance is part of the problem, the Certificate of Tax Compliance must accompany the reinstatement application.

Should the corporation wait after getting the compliance letter?

No. It should file promptly, because the compliance letter is valid for 30 days.

Final thoughts

Reinstating a South Carolina corporation is usually a two-step process: first clear the tax issues with the Department of Revenue, then file the reinstatement application with the Secretary of State.

The process is manageable when the paperwork is complete and the filings are submitted in the right order. The biggest delays usually come from missing tax compliance, expired compliance letters, incomplete forms, or incorrect filing fees.

For business owners, the safest approach is to treat reinstatement as a sequence, not a single filing. Get the tax side resolved first, then submit the Secretary of State application before the compliance letter expires.