south carolina limited liability company act

(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for. (b) The notice authorized by subsection (a) must: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered agent was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and. (b) A South Carolina limited liability company may become a foreign limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (2) the South Carolina limited liability company complies with the foreign limited liability governing statute. that may impose personal liability on a member (here for a failure to pay wages), and as such, Section 33-43-304 provides no protection to the member. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named 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. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (A) the member seeks the information for a purpose material to the member's interest as a member; (B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and. (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). (20) Application for Amended Certificate of Authority (Section 33-43-805): $110.00. (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 corporation 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. (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. (D) the person is a limited liability company or partnership that has been dissolved and whose business is being wound up; (5) on application by the company, the person is expelled as a member by judicial order because the person: (A) has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities; (B) has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's existing duties or obligations under Section 33-43-409; or. (c) A limited liability company has perpetual duration. 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. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). (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. (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. Existing LLCs, formed under the former law, should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. FORMING THE LLC 4 FORMING THE LLC At Will v. Term (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. (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. (f) A member who becomes a shareholder of a corporation as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. Section 33-43-105. seq. Section 33-43-1012. (c) A registered agent promptly shall furnish to the limited liability company or authorized foreign limited liability company notice in a record of the date on which a statement of resignation was filed. (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. Bishop & Kleinberger, LIMITED LIABILITY COMPANIES: TAX AND BUSINESS LAW, & paragraph 6.04(2)(a) (2012). ', and 'company' may be abbreviated as 'Co.'. To create a Florida limited liability company (LLC) OR correct your rejected online filing:Review the instructions for filing the Articles of Organization.Gather all information required to complete the form.Have a valid form of payment. 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. (C) the information sought is directly connected to the member's purpose. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is subject to liability under subsection (a) and seek to compel contribution from the person; and. (3) subject to Section 33-43-504, does not entitle the transferee to: (A) participate in the management or conduct of the company's activities; or. (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and. The southern part of the earth. Above all, don't be complacent, let the lawyers at Spiegel & Utrera, P.A., with a combined 175 years of legal experience, assist you in reaching your goals. (10) 'Member' means a person that has become a member of a limited liability company under Section 33-43-401 and has not dissociated under Section 33-43-602. Section 33-43-1104. (17) 'Sign' means, with the present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. In South Carolina, the Uniform partnership Act provides requirements which must be met by a business wanting to register as an LLP in the state. (3) in connection with a proceeding under Section 33-43-701(a)(4) or (5). (1) all property owned by the converting limited liability company vests in the corporation; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1004(c), all the members of the converting limited liability company continue as shareholders of the corporation; and. (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. 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. 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. Section 33-43-801. (8) Amended Certificate of Organization (Section 33-43-201): $110.00. (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. Almost all South Carolina entities may be converted into another form: (1) Partnership or limited partnership converted into an LLC (Section 33-43-1002); (2) LLC converted into a corporation (Section 33-43-1004); (3) LLC converted into a limited partnership (Section 33-43-1006); and. (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). (a) A limited liability company may be converted to a corporation pursuant to this section. Section 33-43-501. 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 (d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. The LLC's operating agreement controls the LLC's operations. LLC members and managers who disclose that they are contracting on an LLC's behalf are not liable for a breach because they are not parties to the contractBonly the LLC itself is. (e) After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. Harry And David, LLC is an Oregon Domestic Limited-Liability Company filed On September 28, 1945. (3) may state the authority, or limitations on the authority, of a specific person to: (B) enter into other transactions on behalf of, or otherwise act for or bind, the company. (1) the name of each entity that is a party to the merger; (2) the name of the surviving entity into which the other entities will merge; (3) the type of organization of the surviving entity; (4) the terms and conditions of the merger; (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and. This is merely the default provision and the members may change this by an appropriate provision in the operating agreement. 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. CHAPTER 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS. If the provisions of this new act are not modified by the operating agreement, a member who withdraws will not receive anything for her interest until the LLC is dissolved (see Section 33-43-708). (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. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the limited liability company was converted to a corporation from a limited liability company; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and. As a result, South Carolina Reporter's Comments as prepared by the drafting committee referenced in subsection (A) appear after certain code sections with the intent of aiding the user in understanding the provisions of that section and in some cases how the South Carolina version may differ from the ULC's version. (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. Section 33-43-1017. (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (c) After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10; (3) with the consent of all the members; or. A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company. 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. (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. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. (d) Subject to subsection (c) and Section 33-43-103(d) and except as otherwise provided in subsections (f), (g), and (h), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person. Section 33-43-1014. (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. (9) 'Shareholder' means a shareholder in a corporation. (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. The operating agreement may be amended after a member leaves the LLC or becomes a transferee. (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. WebSection 33-44-302 - Limited liability company liable for member's or manager's actionable conduct. (ii) a charging order in effect under Section 33-43-503 which has not been foreclosed; (C) the person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or. The drafting committee's work and suggested changes to the 2006 Uniform Act are reflected in particular code sections, and in some cases in the Reporter's Comments as well. (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. (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. Section 33-43-406. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. 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. (c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. 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. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to Section 33-43-502. (4) the means and conditions for amending the operating agreement. Section 33-43-115. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (4) state that the claim will be barred if not received by the deadline. Chapter 44, Title 33 of the 1976 Code is repealed. 2. capitalized : regions or countries lying to the south of a specified or implied point of orientation. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. to file an operating agreement within 30 days of formation. (c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger. 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. (10) Statement of Correction (Section 33-43-206): $25.00. Section 33-43-1018. (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. (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. (3) the changes the restatement makes to the certificate as most recently amended or restated. (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. If the company cures each ground, the Secretary of State shall file a record so stating. Section 33-43-902. Section 33-43-807. (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. For example, if the LLC is in the business of developing and selling condominium units, a recorded statement of authority will be beneficial to those handling the routine closings. SECTION 2. State law also decrees that an LLC can only provide one specific type of service. (9) 'Manager-managed limited liability company' means a limited liability company that qualifies under Section 33-43-407(a). (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. (5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. Step 3: Filing Articles of Organization An LLC SC refers to an LLC registered in South Carolina. (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. (iii) a duly recorded deed of conveyance to the newly-named limited liability company. WebCreation and Organizational Documents: Created by filing Articles of Organization in compliance with the North Carolina Limited Liability Company Act. Section 33-43-1005. 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. (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. (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company the newly-named limited liability company shall 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. (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. (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization. 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 33-43-502. (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. (c) If within sixty days after service of the copy pursuant to subsection (b) a limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. In a derivative action under Section 33-43-902, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the managers or other members; or. If different, the organizer acts on behalf of the initial member. The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3). (c) On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). , or domesticated under law other than this chapter record notice pursuant to this Section the proceeding will be if! Section 33-43-407 ( a ) duration need to so provide in their operating agreements everyone 's favorite,. Wish to have a limited liability company pursuant to this Section operating agreements those LLCs that to! Application for Amended Certificate of Organization an LLC registered in south Carolina Domestic company... Not preclude an entity from being merged, converted, or domesticated under law other this. 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