As such, the person will have only those rights which are agreed to by the remaining members. (a) A limited liability company may be converted to a corporation pursuant to this section. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interest of the members, or both. Section 33-43-1006. (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. (b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. Section 33-43-203. (a) A member is not an agent of a limited liability company solely by reason of being a member. (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. (a) A plan of domestication must be consented to: (1) by all the members, subject to Section 33-43-1017, if the domesticating company is a South Carolina limited liability company; and. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this State. (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. (16) Statement of Dissolution (Section 33-43-702): $10.00. (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. A transferable interest is personal property. (21) Notice to Cancel Certificate of Authority (Section 33-43-807): $10.00. The South Carolina Reporter's Comments contained in Chapter 43, Title 33, as added by the provisions of Section 2, are not considered part of the 1976 Code sections which immediately precede the Reporter's Comments. (a) The name of a limited liability company must contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. (18) Application for Reinstatement (Section 33-43-706): $25.00. Section 33-43-901. (7) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. Section 33-43-1108. (4) Subsection (f) applies only to the members. (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. (2) according to the governing statute of the domesticated company, if the domesticated organization becomes a foreign limited liability company. (b) If a limited liability company or foreign limited liability company does not appoint or maintain a registered agent in this State or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served. Section 33-43-801. Section 33-43-1011. (c) 'Personal liability' means liability for a debt, obligation, or other liability of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or. (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company may be recorded by certified copy in the office of register of deeds of the county in South Carolina in which the real property is located. (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. (B) otherwise as a result of the merger, the person ceases to be a member; (12) the company participates in a conversion under Article 10; (13) the company participates in a domestication under Article 10, if, as a result of the domestication, the person ceases to be a member; or. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. (6) Resignation of Registered Agent (Section 33-43-115): $10.00. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. (9) 'Manager-managed limited liability company' means a limited liability company that qualifies under Section 33-43-407(a). (b) To amend or cancel a statement of authority filed by the Secretary of State under Section 33-43-205(a), a limited liability company must deliver to the Secretary of State for filing an amendment or cancellation stating: (2) the street and mailing addresses of the company's principal office; (3) the caption of the statement being amended or canceled and the date the statement being affected became effective; and. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or. (b) In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members. (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (b) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of the suit are parties to the action. (4) the jurisdiction of formation of the domesticated foreign limited liability company. ', or 'LC'. Section 33-43-603. Section 33-43-1104. (d) A limited liability company that has been administratively dissolved continues in existence but, subject to Section 33-43-706, may carry on only activities necessary to wind up its activities and liquidate its assets under Sections 33-43-702 and 33-43-708 and to notify claimants under Sections 33-43-703 and 33-43-704. Section 33-43-110. (4) state that the claim will be barred if not received by the deadline. (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. Step 4. (a) Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect as provided in. (a) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of State for filing a statement of resignation that states: (1) the name of the company or foreign company; (3) that the agent resigns from serving as registered agent for the company or foreign company; and. (a) A limited liability company may be converted to a partnership pursuant to this section. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. (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. 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. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. (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. (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. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the Secretary of State show that the company has been formed under Section 33-43-201 and the Secretary of State has not filed a statement of termination pertaining to the company. The shield provides no protection when a member engages in actionable conduct. 2 South Salisbury St. Raleigh, NC 27601-2903. The statute recognizes the fundamental concept of freedom of contract. (d) Articles of merger operate as an amendment to the limited liability company's certificate of organization. Section 33-43-111. (2) except as otherwise provided in subsection (c), a limited liability company formed before the effective date of this chapter which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. seq. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (3) the Secretary of State to file the record unsigned. South Carolina Section 33-43-304 is very similar to statutes in many other states, and the Bishop & Kleinberger text noted above is an excellent source when analyzing the complexities of this section. Section 33-43-702. (b) A domestication becomes effective: (1) when the certificate of organization takes effect, if the domesticated company becomes a South Carolina limited liability company; and. WebSouth Carolina adopted the South Carolina Uniform Limited Liability Company Act (the LLC Act), becoming one of the first four states to derive legislation from the then newly approved Uniform Limited Liability Company Act. The statute thus does not preclude individual liability for members (or managers) of a limited liability company if that liability is not based simply on the member's affiliation with the company. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. WebSouth Carolina Limited Liability Companies and Limited Liability Partnerships Fourth Edition TABLE OF CONTENTS Chapter 1 Overview of the South Carolina Uniform Limited (e) A registered agent may resign with respect to a limited liability company or authorized foreign limited liability company whether or not the company or foreign company is in good standing. (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. Harry & David gift baskets gave my family yet another link to each other. (b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. These entities must have a certificate of registration from the state medical board. (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. (15) Statement of Denial (Section 33-43-303): $10.00. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. Web2012 South Carolina Code of Laws. (4) the address of the company or foreign company to which the agent will send the notice required by subsection (c). (a) Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of Section 33-43-405 and in consenting to the distribution fails to comply with Section 33-43-409, as may be modified by Section 33-43-110(d), the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of Section 33-43-405. WebMember's liability for contributions. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. Section 33-43-401. Chapter 44, Title 33 of the 1976 Code is repealed. (g) Except as otherwise provided in Section 33-43-602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. An LLC can be used to operate a business, or an LLC can be used to hold assets (such as real estate, vehicles, boats, or aircraft). (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. (4) 'Limited partner' means a limited partner in a limited partnership. (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. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. (a) The Secretary of State may dissolve a limited liability company administratively if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter. The application must be delivered to the Secretary of State for filing and state: (1) the name of the company and the effective date of its dissolution; (2) that the grounds for dissolution did not exist or have been eliminated; and. (3) correct the defective signature or inaccurate information. Step 1: How to Form an LLC in South Carolina 2. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. (19) Application Certificate of Authority, Foreign LLC (Section 33-43-802): $110.00. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. Section 33-43-403. Failure to make the required filing of a limited partnership name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected limited partnership that is made after the change in name. (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. WebThe access to documents provisions of Sections 33-31-1602, 33-31-1603, 33-31-1604, and 33-31-1605 apply to all homeowners associations not subject to the South Carolina Nonprofit Corporation Act for the purposes of allowing homeowners access to inspect and copy a homeowners association's annual budget and homeowners membership lists. (iii) a duly recorded deed of conveyance to the newly-named limited liability company. (b) In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the company are vested in the members. (17) Statement of Termination (Section 33-43-702): $10.00. (b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's principal office. Webthe uniform limited liability company act ( ullca ), which includes a 2006 revision called the revised uniform limited liability company act, is a uniform act (similar to a model statute ), proposed by the national conference of commissioners on uniform state laws ("nccusl") for the governance of limited liability companies (often called llcs) by Similar to former South Carolina law, Section 33-43-409 imposes specified fiduciary duties on members and managers (which are the only ones unless expanded by the operating agreement). (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) Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; (10) transacting business in interstate commerce; and. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under Section 33-43-703; (2) a claimant whose claim was timely sent to the company but not acted on; and. 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. Unless modified by the operating agreement, if a member withdraws from the LLC the withdrawal will be "wrongful" and subject the withdrawing member to damages. (3) if the current registered agent or an address of the agent is to be changed, the new information. Section 33-44-403. (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. Identical to former South Carolina law, this Section 33-43-503 provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's transferrable interest in a limited liability company. (5) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is unlawful or fraudulent; or. WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability WebThe South Carolina 1996 Uniform Limited Liability Company Act (South Carolina LLC Act) governs the formation and organization of South Carolina LLCs. (a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the company to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained inaccurate information or was defectively signed. Section 33-43-504. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. Section 33-43-104(b) now provides that a nonprofit LLC may be formed in South Carolina. Pertaining to the part of a corridor used by southbound traffic . (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. Section 33-43-405. Section 33-43-1017. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. This subsection does not appear in this act. (iii) by a duly recorded deed of conveyance to the newly-named partnership. Section 33-43-805. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. Section 33-43-107. (a) Except as otherwise provided in subsections (b) and (c), the operating agreement governs: (1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this chapter of a person in the capacity of manager; (3) the activities of the company and the conduct of those activities; and. On the other hand, in most circumstances, a member of an LLC will not be liable on a contract made by the member on behalf of the LLC. (15) 'Principal office' means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State. The term includes the agreement as amended or restated. (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. (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. 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