south carolina limited liability company act

Section 33-43-901. 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. 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. b. (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. (18) 'State' means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (c) Except as otherwise provided in Sections 33-43-115 and 33-43-206, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. especially : (c) A limited liability company has perpetual duration. (e) The merger is effective upon the filing of the articles of merger with the Secretary of State, or at such later date as the articles may provide. 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. (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. Section 33-43-112. (14) Amendment or Cancellation of Certificate of Authority (Section 33-43-302): $10.00. (c) In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers. (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. Section 33-43-707. Section 33-43-112(b) confirms that the rights of a transferee and dissociated member are controlled by the operating agreement. (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. (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. 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. Section 33-43-1013. Section 33-43-708. (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. (5) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is unlawful or fraudulent; or. (2) The duty stated under subsection (b)(3) continues until winding up is completed. Section 33-43-903. (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. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing. (a) A limited liability company may be converted to a limited partnership pursuant to this section. (a) Except as otherwise provided in subsections (b) and (c), the operating agreement governs: (1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this chapter of a person in the capacity of manager; (3) the activities of the company and the conduct of those activities; and. Section 33-43-7001 et seq., but does not modify, limit, or supersede Section 33-43-101(c) of that act, 15 U.S.C. (d) Articles of merger operate as an amendment to the limited liability company's certificate of organization. (2) the member has consented to the provision of the operating agreement. SC Code 33-44-203 (2012) What's This? (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. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) 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; or, (2) a misrepresentation has been made of a material matter in any application, report, affidavit or other record submitted by the company pursuant to this chapter; or. (f) The rights under this section do not extend to a person as transferee. (c) A special litigation committee may be appointed: (1) in a member-managed limited liability company: (A) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and, (B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or. The predecessor statute, the Act of 1996, also permitted, as does this act, the operating agreement to be oral. Section 33-43-1007. Section 33-43-905. (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. Management of limited liability Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502. (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. (b) Any record filed under this chapter may be signed by an agent. (a) If a member of a merging, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and. The Uniform LLC Act and other similar business acts (ULPA) provide for a ninety consecutive-day period. (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) Except as otherwise provided in subsection (c), two years after the effective of this chapter, this chapter governs all limited liability companies. (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. Subsections (a) and (b) merely require the person (if a single member LLC is planned) or one or more of the persons who will be members of a multi-person LLC, to instruct a person (who may be one of the future members) to file the articles of organization. (iii) by a duly recorded deed of conveyance to the newly-named corporation. (a) The name of a limited liability company must contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. Section 33-43-503. This web page was last updated on (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. The liability shield provided by Section 33-43-304 to both members and managers protects them "solely" in their status as members or managers. (iii) by a duly recorded deed of conveyance to the newly-named limited partnership. (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. (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. (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. Other Titles provide for other conversions: (5) Corporation converted into an LLC (Section 33-11-113); (6) Corporation converted into a partnership (Section 33-11-113); (7) Corporation converted into a limited partnership (Section 33-11-113); (8) Corporation converted into a nonprofit corporation (Section 33-10-110) only into Public and Mutual Benefit; (9) Partnership converted to a corporation (Section 33-11-109); and. (a) A record delivered to the Secretary of State for filing under this chapter must be signed as follows: (1) Except as otherwise provided in paragraphs (2) through (3), a record signed on behalf of a limited liability company must be signed by a person authorized by the company. (c) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this chapter contains a provision that would be ineffective under Section 33-43-110(c) or (d) if contained in the operating agreement, the provision is likewise ineffective in the record. The application must state: (1) the name of the company and, if the name does not comply with Section 33-43-108, an alternate name adopted pursuant to Section 33-43-805(a); (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and. (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1006(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion. That person and the organizer may be, but need not be, different persons. (5) except as otherwise provided in the agreement of conversion under Section 33-43-1002(c), all of the partners of the converting partnership continue as members of the limited liability company. (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. (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. (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. The shield provides no protection when a member engages in actionable conduct. Section 33-43-107. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. Web(1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or Section 33-43-1104. (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). (c) The court may foreclose the lien and order the sale of the transferable interest. Section 33-43-104. (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. (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. (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. Section 33-43-301. The General Assembly expresses its thanks to each of these fine individuals and attorneys for their diligence and professionalism in developing and preparing these suggested revisions and comments, and has chosen to enact these provisions as a new Chapter 43 of Title 33. Section 33-43-1015. (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. 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. (4) the address of the company or foreign company to which the agent will send the notice required by subsection (c). (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). (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. The statute thus does not preclude individual liability for members (or managers) of a limited liability company if that liability is not based simply on the member's affiliation with the company. Section 33-43-1110. (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. (b) A foreign limited liability company that has a certificate of authority under Section 33-43-802 shall designate and continuously maintain in this State a registered agent. To cancel its certificate of authority to transact business in this State, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. (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. Section 33-43-1008. 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. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. Note that nonprofit corporations are not authorized by statute to convert into any other type of entity. 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 (a) A transfer, in whole or in part, of a transferable interest: (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; 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. 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