south carolina limited liability company act

(a) A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or. 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 term includes the certificate as amended or restated. (6) 'Partner' includes a general partner and a limited partner. (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. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and. (4) 'Distribution', except as otherwise provided in Section 33-43-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. Banks and Section 33-43-808. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. (6) Resignation of Registered Agent (Section 33-43-115): $10.00. (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. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect. SECTION 3. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and. 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. As used in this chapter: (1) 'Certificate of organization' means the certificate required by Section 33-43-201. Section 33-43-208. 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. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. TO AMEND THE CODE OF LAWS OF SOUTH CAROLINA, 1976, BY ADDING CHAPTER 43 TO TITLE 33 SO AS TO ENACT THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 2021", TO PROVIDE FOR THE MANNER IN AND REQUIREMENTS UNDER WHICH LIMITED LIABILITY COMPANIES ARE ORGANIZED, OPERATED, REGULATED, DISSOLVED, TRANSFERRED, AND CONVERTED; AND TO REPEAL CHAPTER 44 OF TITLE 33 RELATING TO THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996". WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability (C) the information sought is directly connected to the member's purpose. 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. (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. (5) unreasonably restrict the duties and rights stated in Section 33-43-410; (6) vary the power of a court to decree dissolution in the circumstances specified in Section 33-43-701(a)(4) and (5); (7) vary the requirement to wind up a limited liability company's business as specified in Section 33-43-702(a) and (b)(1); (8) restrict the right of a member to maintain an action under Article 9; (9) restrict the right to approve a merger, conversion, or domestication under Section 33-43-1017 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. Section 33-43-501. (B) the designated person, or at least one of the designated persons if more than one are designated, consents to become a member. (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) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. (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. The Secretary of State shall serve the company with a copy of the filed declaration. (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. The certificate is canceled when the notice becomes effective. If the Secretary of State finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. 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. (2) Each member has equal rights in the management and conduct of the company's activities. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility. (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. 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. (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. This unanimous vote requirement may be changed by a specific provision in the operating agreement, subject however to the limitations found in Section 33-43-1017, which generally gives a member a veto right if the domestication (or merger or conversion) would in of itself impose personal liability on the member. Section 33-43-405. (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. (9) 'Shareholder' means a shareholder in a corporation. (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 limited 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. (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. (e) The appropriate court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and, (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d); or. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (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. (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. (d) A limited liability company is formed when the company's certificate of organization becomes effective. As an additional reminder, almost all provisions of the operating agreement may be orally agreed to; there is no statutory requirement that operating agreement must be in writing (other than modification of Section 33-43-409 fiduciary duties which must be in writing). (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (j) Unless earlier canceled, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. (7) Certificate of Organization (Section 33-43-201): $110.00. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation 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. (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. (20) 'Transferable interest' means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. 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. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A statement of correction under subsection (a) may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain: (1) a statement that the limited liability company was converted to a partnership from a limited liability company; (e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion. 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. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. Web(1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this act of a person in the capacity of Step 4. (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. The South Carolina Limited Liability Company Act requires every limited liability company formed under S.C. Code Section 33-41-10 et seq. (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). See, Olson v. Halvorsen, 986 A.2d 1150 (Del. 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. 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. (e) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. 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. 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. Applying for a certificate of authority is not an admission of tax liability. (14) Amendment or Cancellation of Certificate of Authority (Section 33-43-302): $10.00. (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. 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. (4) if, within ninety consecutive days after the company ceases to have any members: (A) the last person to have been a member, or the legal representative of that person, designates one or more persons to become a member or members; and. WebThe South Carolina limited liability company (LLC) pursuant to the Uniform Limited Liability Company Act of 1996 is a legal entity separate and distinct from its members and managers. 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. (c) A limited liability company may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b). Note that nonprofit corporations are not authorized by statute to convert into any other type of entity. (2) the grounds for revocation under subsection (a). (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. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. (b) The terms and conditions of a conversion of a limited liability company to a corporation 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 limited liability company agreement. (2) the company does not have a registered agent in this State for sixty consecutive days, or. Section 33-43-704. SC Code 33-44-203 (2012) What's This? (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. (10) except as otherwise provided in Section 33-43-112(b), restrict the rights under this chapter of a person other than a member or manager. (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. This chapter may be cited as the 'Uniform Limited Liability Company Act of 2021'. (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. Section 33-43-1110. (8) Amended Certificate of Organization (Section 33-43-201): $110.00. (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. (d) At any time before foreclosure under subsection (c), the member or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. Section 33-43-803. (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. (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. (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and. 3. often South a. Section 33-43-105. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. Section 33-43-303. Any restriction or condition imposed by the operating agreement or under subsection (g) applies both to the agent or legal representative and the member or dissociated member. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 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. (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. 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