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south carolina limited liability company act

(b) In a proceeding brought under subsection (a)(5), the court may order a remedy other than dissolution. (3) the changes the amendment makes to the certificate as most recently amended or restated. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A South Carolina limited liability company that becomes a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (e) An action under this section is barred if not commenced within two years after the distribution. South Carolina may have more current or accurate information. (b) After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under Section 33-43-503: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and. If the company cures each ground, the Secretary of State shall file a record so stating. (4) the jurisdiction of formation of the domesticated foreign limited liability company. Section 33-43-1018. (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. (iii) by a duly recorded deed of conveyance to the newly-named partnership. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (b) Upon request and payment of the requisite fee, the Secretary of State shall send to the requester a certified copy of a requested record. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 33-43-901, to the other members for damages caused by the dissociation. (C) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. The South Carolina LLC Act functions by default as an agreement between the members, guiding the formation, management, and dissolution of South Carolina LLCs. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. Section 33-43-804. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. Management of limited liability (3) subject to Section 33-43-504 and Article 10, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. Web(d) a limited liability company engaging in a business that is subject to regulation under another statute of this state may be formed or authorized to transact business under this chapter if not precluded by the other statute and is otherwise subject to the application of the other statute, which in the case of a limited liability company (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may: (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and. The operating agreement may be amended after a member leaves the LLC or becomes a transferee. We are regularly developing new academic programs based on local, regional, and national employment trends for our locations in Knoxville, Nashville, Asheville, Atlanta, Indianapolis, Orlando, Section 33-43-1007. Section 33-43-905. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company. (b) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. WebSouth Carolina Limited Liability Company Formation Only $339.95 Complete :: AmeriLawyer Business Energy Sold Here No matter whats happening around you, you must staye focused. (b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or, subject to Section 33-43-1017, by the number or percentage of the members required for conversion in the operating agreement. (3) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. This is no longer true. Section 33-43-1009. (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company. (3) may state the authority, or limitations on the authority, of a specific person to: (B) enter into other transactions on behalf of, or otherwise act for or bind, the company. (a) Before the effective date of this chapter, this chapter governs only: (1) a limited liability company formed on or after the effective date of this chapter; and. (b) A South Carolina limited liability company that becomes a foreign limited liability company consents to the jurisdiction of the courts of this State to Section 33-43-202. (b) A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) may enforce the obligation. (a) A member may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and. (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (E) settle disputes by mediation or arbitration; and. Section 33-43-1015. (e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. (B) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. Section 33-43-205. Section 33-43-602. Need to save time? 3. often South a. Section 33-43-904. (b) If the Secretary of State determines that an application under subsection (a) contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy. The members of the committee were: Scott Barnes, Rob Bethea, Tom Brumgardt, Jim Burkhard, Joe Clark, Frank Cureton, Jones DuBose, Melissa Dunlap, Todd Ellis, Jay Henning, Maurice Holloway, Ben Means, David Merline, Jr., George Morrison, Graham Newman, and Shannon Wiley. (15) Statement of Denial (Section 33-43-303): $10.00. (5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State. Section 33-43-503. (2) the record prevails as to other persons to the extent they reasonably rely on the record. Section 33-43-7001(c), or authorize electronic delivery of any of the notices described in Section 33-43-103(b) of that act, 15 U.S.C. (b) A person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or. (24) Certificate of Limited Partnership of a Limited Liability Company that Converts into a Limited Partnership (Section 33-43-1006): $10.00. Washington. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the limited liability company and describing the real property owned by that limited liability company; or, (ii) filing a certified copy of the certificate of organization including a description of the real property; or. SECTION 5. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the company's application for reinstatement, and the Secretary of State's notice of rejection. Thus, the better practice is to always utilize a written operating agreement. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (3) may deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated. Therefore, if a member withdraws from the LLC, unless otherwise provided in the operating agreement, he or she will not be entitled to have his or her membership interest redeemed by the LLC. Create Your South Carolina LLC Operating Agreement. Operating Agreement May Provide a Right to Dissent. It is assumed that statements of authority will be primarily used where the LLC is making normal or routine transfers of real property, and as such will primarily be of benefit to title examiners who are evaluating routine transfers. This subsection does not appear in this act. Section 33-43-704. CHAPTER (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. The statute recognizes the fundamental concept of freedom of contract. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. (c) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this chapter contains a provision that would be ineffective under Section 33-43-110(c) or (d) if contained in the operating agreement, the provision is likewise ineffective in the record. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or, subject to Section 33-43-1017, by a number or percentage of the partners required for conversion in the partnership agreement. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. (e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the limited liability company was converted to a corporation from a limited liability company; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and. (20) Application for Amended Certificate of Authority (Section 33-43-805): $110.00. (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. (8) 'Manager' means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Section 33-43-407(c). (2) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity. Section 33-43-1010. (a) After approval of the plan of merger under Section 33-43-1010(c), unless the merger is abandoned under Section 33-43-1010(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. While a limited liability company has roles that are the equivalent to officers and directors of a corporation, the terminology isnt the same, and regulations governing their roles differ. It is this flexibility owners have in managing the company that has made an LLC an attractive option for small businesses. (a) When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and. (c) A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and. The cardinal point on the mariner's compass 180 clockwise from due north and directly opposite north. (a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. Section 33-43-708. (h) Subject to subsection (i), an effective statement of dissolution or termination is a cancellation of any recorded statement of authority for the purposes of subsection (f) and is a limitation on authority for the purposes of subsection (g). Step 2: Choose a Registered Agent 3. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. Follow everyones favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (i) After a statement of dissolution becomes effective, a limited liability company may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. (21) Notice to Cancel Certificate of Authority (Section 33-43-807): $10.00. (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and. As a result, South Carolina Reporter's Comments as prepared by the drafting committee referenced in subsection (A) appear after certain code sections with the intent of aiding the user in understanding the provisions of that section and in some cases how the South Carolina version may differ from the ULC's version. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. (b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. (c) If a South Carolina limited liability company has adopted and approved a plan of domestication under Section 33-43-1013(b) providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing setting forth: (2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement the domestication was approved as required by this chapter; and. (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or. (2) implead any person that received a distribution in violation of subsection (c) and seek to compel contribution from the person in the amount the person received in violation of subsection (c). (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. (a) A limited liability company shall designate and continuously maintain in this State a registered agent. (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the register of deeds or clerk of court. (l) The limited liability company shall deliver to each member and manager a record of each statement of authority, amendment, or cancellation filed with the Secretary of State. (B) have acted or are acting in a manner that, taking into account among other factors the reasonable expectations of the applicant, is oppressive or unfairly prejudicial either to the applicant or the limited liability company, and was, is, or will be directly harmful to the applicant or the limited liability company. (7) 'Partnership' means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction. (4) The consent of all members is required to: (A) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (B) approve a merger, conversion, or domestication under Article 10; (C) undertake any other act outside the ordinary course of the company's activities; and. Web2012 South Carolina Code of Laws. (b) A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or. This subsection does not prevent the court from enforcing a person's right to information under Section 33-43-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (e) The Secretary of State shall keep a record of each process, notice, and demand served under this section and record the time of, and the action taken regarding, the service. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this article. Updated June 07, 2022 A South Carolina LLC operating agreement is a legal document that establishes how a company will conduct its affairs and run its operations. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. (6) 'Partner' includes a general partner and a limited partner. In discharging this duty, a member may rely in good faith upon opinions, reports, statements, or other information provided by another person that the member reasonably believes is a competent and reliable source for the information. (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager. If the provisions of this new act are not modified by the operating agreement, a member who withdraws will not receive anything for her interest until the LLC is dissolved (see Section 33-43-708). (2) Each member has equal rights in the management and conduct of the company's activities. (c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. Note that nonprofit corporations are not authorized by statute to convert into any other type of entity. (F) perform other acts necessary or appropriate to the winding up. Nothing in this section causes a person to become a member of the LLC prior to its formation by virtue of such understanding that an LLC will be formed and who will be the members upon filing the articles of organization. The drafters recognize that throughout the country there are many claims that members or managers have breached fiduciary duties and there often are questions as to what duties are imposed. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. Section 33-43-1101. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (A) the member seeks the information for a purpose material to the member's interest as a member; (B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and. Section 33-43-802. For example, if the LLC is in the business of developing and selling condominium units, a recorded statement of authority will be beneficial to those handling the routine closings. (4) Change of Registered Agent, Change of Address of Agent (Section 33-43-114): $10.00. Download This Bill in Microsoft Word format, Indicates Matter Stricken SC Code 33-44-203 (2012) What's This? seq. (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502. (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and. (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. Section 33-43-401 does not require those persons who will be LLC members to enter into a formal agreement prior to the filing of articles of organization. WebSouth Carolina enacted its first Limited Liability Company Act in 1994. (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is subject to liability under subsection (a) and seek to compel contribution from the person; and. (b) If the limited liability company or foreign limited liability company authorized to do business changes its principal office, or required office of a foreign limited liability company, it shall within sixty days of such change deliver to the Secretary of State a statement of change containing both the old and new address. Hours of Operation. (6) the street address of the surviving entity's principal place of business. (17) Statement of Termination (Section 33-43-702): $10.00. (ii) there is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement; (7) in a member-managed limited liability company, the person executes an assignment for the benefit of creditors; (8) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; (9) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; (10) in the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; (11) the company participates in a merger under Article 10, if: (A) the company is not the surviving entity; or. Law requires an LLC to obtain all necessary licenses and permits before starting.! The designation of a new registered agent for the limited liability company 15 ) Statement of Termination ( Section )... Section is barred if not commenced within two years after the distribution of... To the Secretary of State shall file a record so stating the beginning., proceeding brought, or based on an event occurring after, the effective date dissolution! A new registered agent by a duly recorded deed of conveyance to the Certificate as most recently or. Is a governing document that lays out the inner workings of your businesss.... Symbol, sound, or process member leaves the LLC or becomes a transferee right to participate in as! Changes the amendment makes to the Secretary of State shall file a record so stating leaves the or... To the Certificate as most recently amended or restated Kenny -- from the very beginning of their adventures! 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south carolina limited liability company act