south carolina limited liability company act

Section 33-43-1109. 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. (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. (c) Service of any process, notice, or demand on the Secretary of State as agent for a limited liability company or foreign limited liability company may be made by delivering to the Secretary of State duplicate copies of the process, notice, or demand. (c) A limited liability company has perpetual duration. (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. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. WebThe South Carolina 1996 Uniform Limited Liability Company Act (South Carolina LLC Act) governs the formation and organization of South Carolina LLCs. (2) Each member has equal rights in the management and conduct of the company's activities. Section 33-43-109. (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. (20) Application for Amended Certificate of Authority (Section 33-43-805): $110.00. (2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to: (A) state that the company has no members; (B) state that the person has been appointed pursuant to this subsection to wind up the company; and. Subject to Sections 33-43-115 and 33-43-206, a record filed by the Secretary of State is effective: (1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (B) the ninetieth day after the record is filed; or. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. (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. (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and. 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. (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. (B) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. 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. Step 1: How to Form an LLC in South Carolina 2. (a) A foreign limited liability company may become a South Carolina limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and. 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. (iii) by a duly recorded deed of conveyance to the newly-named partnership. Indicates New Matter, General Bill 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. Similar to former South Carolina law, Section 33-43-409 imposes specified fiduciary duties on members and managers (which are the only ones unless expanded by the operating agreement). b. : the compass point directly opposite to north. Section 33-44-303 - Liability of members and managers. Applying for a certificate of authority is not an admission of tax liability. (7) 'Partnership' means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction. (4) the jurisdiction of formation of the domesticated foreign limited liability company. Section 33-43-403. Be it enacted by the General Assembly of the State of South Carolina: SECTION 1. Section 33-43-901. (5) 'Effective', with respect to a record required or permitted to be delivered to the Secretary of State for filing under this chapter, means effective under Section 33-43-205(c). (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. (2) if a demand has not been made, the reasons a demand under Section 33-43-902(1) would be futile. SECTION 3. (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. 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. (e) Members, managers, and persons not members are deemed to know of an effective statement of authority to transfer real property as provided in Section 33-43-302(f) and also any limitation on authority to transfer real property as provided in Section 33-43-302(g). (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. (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. 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. 2. (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. S a. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. (d) Subject to subsection (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 conflicts with a provision of the operating agreement: (1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and. A South Carolina limited liability company that becomes a foreign limited liability company and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. (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. (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. Section 33-43-903. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. (b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office. 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 33-43-1015. 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. (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. (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. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. b. If the person does so, the person has the powers of a sole manager under Section 33-43-407(c) and is deemed to be a manager for the purposes of Section 33-43-304(a)(2). (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. (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 limited liability company may have any lawful purpose, regardless of whether for profit. (c) For the purposes applying this chapter to a limited liability company formed before the effective date of this chapter: (1) the company's articles of organization are deemed to be the company's certificate of organization; and. (2) is deemed to have notice of the fact under subsection (d). In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. WebChapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996 Section 33-44-203 - Articles of organization. (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. (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). (b) The Secretary of State shall collect a fee of $10.00 each time process is served on him pursuant to Section 33-43-116. 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. Section 33-43-404. Section 33-43-704. (2) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. (4) the means and conditions for amending the operating agreement. The South Carolina Limited Liability Company Act requires every limited liability company formed under S.C. Code Section 33-41-10 et seq. South Carolina may have more current or accurate information. Section 33-43-906. 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. (c) A person that receives a distribution knowing that the distribution to that person was made in violation of Section 33-43-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 33-43-405. WebWAYNE C. KREUSCHER, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, IN 46204 REED L. MARTINEAU, P.O. (d) An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. (b) A domestication becomes effective: (1) when the certificate of organization takes effect, if the domesticated company becomes a South Carolina limited liability company; and. The Uniform LLC Act and other similar business acts (ULPA) provide for a ninety consecutive-day period. (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of 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. Section 33-43-110. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. It should be noted that any statement of authority is only effective for five years. (c) If a South Carolina limited liability company has adopted and approved a plan of domestication under Section 33-43-1013(b) providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing setting forth: (2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement the domestication was approved as required by this chapter; and. Section 33-43-102. Section 33-43-201. (f) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. (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. However, different from former law, all the statutory fiduciary duties may be restricted or eliminated if so provided in the operating agreement. Section 33-43-905. Section 33-43-303. (4) The consent of all members is required to: (A) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (B) approve a merger, conversion, or domestication under Article 10; (C) undertake any other act outside the ordinary course of the company's activities; and. (7) 'Limited liability company', except in the phrase 'foreign limited liability company', means an entity formed under this chapter. The notice must state: (1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and. (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. Section 33-43-701. (b) If a derivative action under Section 33-43-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. (6) 'Foreign limited liability company' means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company. The fiduciary duties listed in Section 33-43-409 are the exclusive fiduciary duties that are imposed on members or managers. (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. Section 33-43-7003(b). Section 33-43-1104. The remaining members can thus amend (if necessary) the operating agreement to limit or eliminate rights that the former member might have previously enjoyed. (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. (B) the claimant does not commence the required action within the ninety days. The South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. That person and the organizer may be, but need not be, different persons. One requirement is placing either the term Registered Limited Liability Partnership or the term L.L.P. at the end of the business name. (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. (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. (d) Articles of merger operate as an amendment to the limited liability company's certificate of organization. (2) the record prevails as to other persons to the extent they reasonably rely on the record. (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. (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. A certificate of existence must state: (2) that the company was duly formed under the laws of this State and the date of formation; (3) whether all fees, taxes, and penalties due under this chapter or other law to the Secretary of State have been paid; (4) whether the Secretary of State has administratively dissolved the company; (5) whether the company has delivered to the Secretary of State for filing a statement of dissolution; (6) that a statement of termination has not been filed by the Secretary of State; and. 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 Harry & David gift baskets gave my family yet another link to each other. (g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. (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. Pertaining to the part of a corridor used by southbound traffic . 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. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. Section 33-43-1010. (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. The abbreviation LLC stands for limited liability company. According to Nolo, this is one of many different types of legal entities that are formed in the business world. LLCs are easier and cheaper to form than corporations However, they provide equal limited liability. 'Limited' may be abbreviated as 'Ltd. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected partnership that is made after the change in name. Section 33-43-1014. 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'. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. (i) After a statement of dissolution becomes effective, a limited liability company may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. 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. An area or region lying in the south. (d) A written operating agreement may expand, restrict, or eliminate the member's or manager's or other person's duties and rights stated in Section 33-43-409; provided however an operating agreement may not eliminate the contractual obligation of good faith and fair dealing under Section 33-43-409(d). Section 33-43-703. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. There also may be statutes, such as S.C. Code Section 41-10-10 et. (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. (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. Nothing in this section causes a person to become a member of the LLC prior to its formation by virtue of such understanding that an LLC will be formed and who will be the members upon filing the articles of organization. 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. However, the omission of the prior subsection is not deemed to be a legislative determination that the concepts included in the prior subsection (e) could not be applied by a South Carolina court to determine that an entity is deemed to know, has notice, or has received a notification of a fact. (f) This section does not affect the right to serve process, notice, or demand in any other manner provided by law. (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. (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. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. 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. (a) Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; (10) transacting business in interstate commerce; and.