south carolina limited liability company act

If the provisions of the 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. (f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. The statute recognizes the fundamental concept of freedom of contract. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. (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. (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. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. All owners of the LLC must be licensed or registered to provide the specific service under which the LLC was assembled. Indicates New Matter, General Bill 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. (b) A certificate of organization must state: (1) the name of the limited liability company, which must comply with Section 33-43-108; (2) the street and mailing address of the company's principal office; (3) the name and street and mailing address in this State of the company's registered agent. Section 33-43-1003. (7) Certificate of Organization (Section 33-43-201): $110.00. (13) Statement of Authority (Section 33-43-302): $10.00. (a) A member is not an agent of a limited liability company solely by reason of being a member. (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. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (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 33-43-705. (f) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (3) the passage of three hundred sixty-five consecutive days during which the company has no members; (4) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that: (A) the conduct of all or substantially all of the company's activities is unlawful; or, (B) it is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or. However, different from former law, all the statutory fiduciary duties may be restricted or eliminated if so provided in the operating agreement. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. However, because the parties to a long-term, relational contract cannot anticipate or reduce all important terms to well-defined obligations, the contractual duty of good faith and fair dealing imposed by Section 33-43-409(d) is mandatory and provides judges with the equitable power to sanction opportunistic conduct. It should be noted that any statement of authority is only effective for five years. (d) If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. (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. (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. (a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and. Harry & David gift baskets gave my family yet another link to each other. b. : the compass point directly opposite to north. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. (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. (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. If the filing fees have been paid, unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, the Secretary of State shall file the record and: (1) for a statement of denial under Section 33-43-303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; 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. There also may be statutes, such as S.C. Code Section 41-10-10 et. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. Section 33-44-603 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. The South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A transferable interest is personal property. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. ARTICLE 4 RELATIONS (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. (a) A certificate of organization may be amended or restated at any time. (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. (d) A person that is not a member is deemed to have notice of a limited liability company's: (1) dissolution, ninety days after a statement of dissolution under Section 33-43-702(b)(2)(A) becomes effective; (2) termination, ninety days after a statement of termination Section 33-43-702(b)(3) becomes effective; and. (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. 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. (4) A statement of denial by a person under Section 33-43-303 must be signed by that person. (2) for the purposes of applying Section 33-43-102(9) and subject to Section 33-43-112(d), language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement. (11) Certificate of Existence (Section 33-43-208): $10.00. Operating Agreement May Provide a Right to Dissent. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. (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. Section 33-43-701. The articles must set forth: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its certificate of organization was filed with the Secretary of State; (3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (6) if a limited liability company is the surviving entity, such changes in its certificate of organization as are necessary by reason of the merger; (7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles or certificate of organization and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and. Section 33-43-404. Except (1) as otherwise required by the context, (2) inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term 'partnership' or 'general partnership' when used in any other statute or in any regulation, includes and also means 'limited liability company'. 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. (5) The operating agreement may be amended only with the consent of all members. (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. Webster's Third New International Dictionary defines "solely" to mean "to the exclusion of alternate or competing things." A limited liability company member cannot be held liable for the malfeasance of a limited liability company by virtue of his membership in the limited liability company alone; in other words, he must do more than merely be a member in order to be liable personally for an obligation of the limited liability company. (b) A statement of resignation takes effect on the earlier of: (1) the thirty-first day after the day on which it is filed by the secretary of State; or. (7) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. (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. 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. (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. About South Park Relive the dawn of the South Park era, with legendary episodes of the groundbreaking, Emmy Award-winning animated classic. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. a. : the direction of the south terrestrial pole : the direction to the right of one facing east. (2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice; and. State law also decrees that an LLC can only provide one specific type of service. Section 33-43-503. The South Carolina Limited Liability Company Act requires every limited liability company formed under S.C. Code Section 33-41-10 et seq. 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. Section 33-43-407. Section 33-43-405. b. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. SECTION 4. (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. (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. (27) Articles of Domestication (Section 33-43-1015): $110.00. 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 limited liability company that is made after the change in name. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name. New episodes of South Park premiere Wednesday nights at (6) the street address of the surviving entity's principal place of business. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (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. (3) merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under Article 10 become effective. 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. (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. (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. (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. A South Carolina Limited Liability Company (LLC) is a business structure used to protect your personal assets (home, car, bank account) in the event your business is sued. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. (3) 'Debtor in bankruptcy' means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a successor statute of general application; or. (25) Articles of Conversion of a Limited Liability Company that Converts into a Partnership (Section 33-43-1008): $10.00. south highway 1 ( ecclesiastical) Designating, or situated in, the liturgical south. (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 33-43-401 does not require those persons who will be LLC members to enter into a formal agreement prior to the filing of articles of organization. (a) Subject to the provisions of Section 33-43-110(d), a member of a member-managed limited liability company owes to the company and the other members only the fiduciary duties of loyalty and care stated in subsections (b) and (c). (8) 'Partnership agreement' means an agreement among the partners concerning the partnership or limited partnership. WebSouth Carolina enacted its first Limited Liability Company Act in 1994. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. (4) Subsection (f) applies only to the members. Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in Section 33-43-116(c) and (d). Section 33-43-1008. (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. Section 33-43-1009. (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. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file a certificate of organization in the office of the Secretary of State which satisfy the requirements of Section 33-43-201 and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (3) a statement of the number of votes cast by the partners 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 under subsection (b); and. 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. (g) In a manager-managed limited liability company, the following rules apply: (1) Subsections (a), (b), (c), and (e) apply to the manager or managers and not the members. (16) 'Record' means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (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. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. (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. (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. (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. Section 33-43-201. (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) 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. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. 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. Thus, the duty of good faith and fair dealing fills in gaps in the parties' operating agreement and limits their ability to exploit control provisions in unforeseen circumstances. (b) Unless authorized by subsection (c), the name of a limited liability company must be distinguishable in the records of the Secretary of State from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; (2) each name reserved under Section 33-43-109. (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. 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. (3) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. The application must state the name and address of the applicant and the name proposed to be reserved. Of or pertaining to the south; southern. If a South Carolina LLC plans to domesticate in a different jurisdiction, Section 33-43-1014(a)(1) provides as a default rule that all members must approve the domestication. (2) the member has consented to the provision of the operating agreement. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. Of freedom of contract yet another link to each other only with the consent of all.! 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