south carolina limited liability company act

(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. (10) Limited partnership converted to a corporation (Section 33-11-109). Section 33-43-207. (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (B) the ninetieth day after the record is filed. (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. ', or 'LC'. Unless a written operating agreement specifically includes additional fiduciary duties, the fiduciary duties provided in this section are the only ones that affect members or managers; judges should not impose any additional fiduciary duties. Section 33-43-302. (g) If a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the register of deeds or clerk of court for that real property, all persons are deemed to know of the limitation. (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. Section 33-43-202. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. (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. Existing LLCs should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. This phrase, which is not in the Uniform Act, is intended to clarify that the reference to exclusive remedy refers only to the remedies as set forth in Chapter 44, Title 33 and that any and all remedies provided to creditors of a member or as to the rights and powers of a bankruptcy trustee or court appointed receiver as to a member are preserved and will continue. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). The shield provides no protection when a member engages in actionable conduct. (5) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. Sup. Web2012 South Carolina Code of Laws. (15) Statement of Denial (Section 33-43-303): $10.00. Section 33-43-901. (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. (4) Subsection (f) applies only to the members. Recently, a drafting committee was formed in South Carolina and charged with reviewing the 2006 Revised Uniform Limited Liability Company Act for adoption in South Carolina. (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. (4) the contents of the amendment or a declaration that the statement being affected is canceled. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South Subject only to any court order issued under Section 33-43-503(b)(2) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. 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 (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). (3) that the company's name satisfies the requirements of Section 33-43-108. Section 33-43-401. (C) from the appropriation of a limited liability company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and. Section 33-43-107. (d) Subject to Sections 33-43-112(c) and 33-43-205(c), an amendment to or restatement of a certificate of organization is effective when filed by the Secretary of State. (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. (e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection (b); or. (1) all property owned by the converting limited liability company vests in the partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the 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 partnership; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1008(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion. (B) The General Assembly further provides that the South Carolina version of the Uniform Limited Liability Company Act of 2021 differs in some respects from the 2006 Revised Uniform Limited Liability Company Act adopted by the Uniform Law Commission and recommended to the states for adoption. WebFind low fares to top destinations on the official Southwest Airlines website. (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. (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. 2. capitalized : regions or countries lying to the south of a specified or implied point of orientation. (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. WebSee South Carolina Code 39-8-20 Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury. (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. (26) Articles of Merger (Section 33-43-1011): $110.00. Pertaining to the part of a corridor used by southbound traffic . (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (A) the company is or will be 'manager-managed'; (B) the company is or will be 'managed by managers'; or, (C) management of the company is or will be 'vested in managers'; or. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly named limited partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. (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. 2. (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. (k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of subsection (f)(1). Section 33-43-702. (a) A limited liability company that is converted to a partnership is for all purposes the same entity that existed before the conversion. 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. The notice must state: (1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. The mere filing of a statement of authority with the Secretary of State is not notice to third parties; recording is necessary. As used in this chapter: (1) 'Certificate of organization' means the certificate required by Section 33-43-201. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (2) the date of filing of its certificate of organization; and. (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. (a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. (9) 'Shareholder' means a shareholder in a corporation. (b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the Secretary of State for filing a signed notice of the transfer which states the name and address of the transferee. (3) the company does not have a registered agent in this State for sixty consecutive days. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or. Section 33-43-903. (21) Notice to Cancel Certificate of Authority (Section 33-43-807): $10.00. (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. (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. If there is no office in that county, a certified copy may be filed in the clerk of court of the county in which that real property is located. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. As such, the person will have only those rights which are agreed to by the remaining members. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or, (ii) filing a certified copy of the articles of incorporation including a description of the real property; or. (7) 'Limited liability company', except in the phrase 'foreign limited liability company', means an entity formed under this chapter. Justin Dixon, then a third year law student, provided invaluable assistance to the committee by preparing comparison reports and notes of the meetings. Section 33-43-114. (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. The remaining members can thus amend (if necessary) the operating agreement to limit or eliminate rights that the former member might have previously enjoyed. (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. CHAPTER The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name: (1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the noncomplying name to a name that complies with subsection (b) and is distinguishable in the records of the Secretary of State from the name applied for; or. 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. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. (b) The terms and conditions of a conversion of a limited liability company to a limited 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. Section 33-44-403. Former Section 102 provided in subsection (e) when an "entity" was deemed to know, had notice, or received a notification of a fact. (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. (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Such recorded certified statement of authority is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection (b) and a certified copy of the cancellation or restrictive amendment has been recorded in the register of deeds or clerk of court; or. (c) A plan of merger must be approved: (1) in the case of a limited liability company that is a party to the merger, by all of the members or, subject to Section 33-43-1017, by a number or percentage of members specified in the operating agreement; (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the foreign limited liability company is organized; (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under Section 33-43-1002; and. Section 33-43-1104. Banks and (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. 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. (21) 'Transferee' means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. 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. However, members and managers should be aware that decisions in other states have applied the Statute of Frauds to invalidate provisions of oral operating agreements. 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. (3) in connection with a proceeding under Section 33-43-701(a)(4) or (5). Section 33-43-110. In some instances the amount of damages may be nominal since the withdrawal may not seriously injure the LLC or its operations. Section 33-43-1108. However, as stated in the last phrase of subsection (g), the charging order remedy is limited to those remedies as set forth within Chapter 44, Title 33 and should not alter or change other statutory remedies such as a court appointed receiver or bankruptcy trustee. (2) the member has consented to the provision of the operating agreement. If the member is liable, it is not because of her status as a member, but rather because she has breached a duty or obligation owed to the injured party. Section 33-43-111. (a) A limited liability company is an entity distinct from its members. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this State until an application for that authority is filed with the Secretary of State. (2) occurs before the termination of the company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under Section 33-43-602(5); (C) the person is dissociated under Section 33-43-602(7)(A) by becoming a debtor in bankruptcy; or. (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 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. WebChapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996 Section 33-44-203 - Articles of organization. (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. (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. (5) The operating agreement may be amended only with the consent of all members. (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. (d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. 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, In 2006, the Uniform Law Commission, on which South Carolina has four participating commissioners, developed and submitted to the various states for enactment the 2006 Revised Uniform Limited Liability Company Act. (12) Certificate of Authorization (foreign LLC) (Section 33-43-208): $10.00. The term includes the certificate as amended or restated. Section 33-43-205. (11) Certificate of Existence (Section 33-43-208): $10.00. (3) correct the defective signature or inaccurate information. Web1. (c) For the purposes applying this chapter to a limited liability company formed before the effective date of this chapter: (1) the company's articles of organization are deemed to be the company's certificate of organization; and. Section 33-43-1101. (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. (iii) a duly recorded deed of conveyance to the newly-named limited liability company. (c) To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial certificate of organization; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and. "A tort is no less a tort for being committed in the service of a separate legal person. Section 33-43-807. (4) the address of the company or foreign company to which the agent will send the notice required by subsection (c). Failure to make the required filing of a limited liability company 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 partnership that is made after the change in name. 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south carolina limited liability company act