(a) A member is not an agent of a limited liability company solely by reason of being a member. That person and the organizer may be, but need not be, different persons. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Section 33-43-404. (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. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. (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. (B) the designated person, or at least one of the designated persons if more than one are designated, consents to become a member. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. Section 33-43-205. WebLimited Liability Companies (1) A Limited Liability Company Formed Under This Act Is A Body Of Persons Sep 4th, 2022 South Carolina Limited Liability Companies - SC Bar Ship Taxation, Limited Liability Companies, Conservation Easements And Corporate Formation And Operations. (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). (a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. (b) A South Carolina limited liability company that becomes a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. (3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2). (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. (3) the changes the amendment makes to the certificate as most recently amended or restated. (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. 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. Follow everyones favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (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. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. Step 1: How to Form an LLC in South Carolina 2. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. (2) the grounds for revocation under subsection (a). (3) Within ten days after receiving a demand pursuant to paragraph (2)(B), the company shall in a record inform the member that made the demand: (A) of the information that the company will provide in response to the demand and when and where the company will provide the information; and. (g) This section provides the exclusive remedy pursuant to this chapter by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest; however, nothing in this section shall limit or preclude other remedies provided to creditors of a member or as to the rights and powers of a trustee in bankruptcy or court appointed receiver as to a member. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. Section 33-43-103. Existing LLCs are now governed by this act and need to specifically consider (1) that when a member now withdraws from what was an "at will" LLC, the statute no longer entitles the withdrawing member to have her interest redeemed, as was true under prior law, and (2) likewise, a member who withdraws from what formally was a "term" LLC will no longer be entitled to have her interest redeemed at the end of the term (as was true under the former statute). (b) In a member-managed limited liability company, the following rules apply: (1) The management and conduct of the company are vested in the members. Section 33-43-904. (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. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the company's application for reinstatement, and the Secretary of State's notice of rejection. Section 33-44-404. 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. 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. ', and 'company' may be abbreviated as 'Co.'. Section 33-43-115. (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. (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. (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. (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. (3) a misrepresentation has been made of a material matter on any application, report, affidavit, or other record submitted by the company pursuant to this chapter. 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. (b) Within thirty days after service of a notice of rejection of reinstatement under subsection (a), a limited liability company may appeal from the rejection by petitioning the appropriate court to set aside the dissolution. Section 33-43-603. The South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. 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 33-43-109. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (e) An action under this section is barred if not commenced within two years after the distribution. However, as stated in the last phrase of subsection (g), the charging order remedy is limited to those remedies as set forth within Chapter 44, Title 33 and should not alter or change other statutory remedies such as a court appointed receiver or bankruptcy trustee. An oral agreement or nonwritten informal understanding among those who will be the initial members is all that is required by subsection (b). (b) A South Carolina limited liability company that becomes a foreign limited liability company consents to the jurisdiction of the courts of this State to The statement: (1) must include the name of the company and the street and mailing addresses of its principal office; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (A) execute an instrument transferring real property held in the name of the company; or, (B) enter into other transactions on behalf of, or otherwise act for or bind, the company; and. (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 person appointed under this subsection: (1) 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); and. Section 33-43-503. Webthe uniform limited liability company act ( ullca ), which includes a 2006 revision called the revised uniform limited liability company act, is a uniform act (similar to a model statute ), proposed by the national conference of commissioners on uniform state laws ("nccusl") for the governance of limited liability companies (often called llcs) by (B) a comparable order under federal, state, or foreign law governing insolvency. (c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document related to a domestic or foreign limited liability company: (1) for copying, one dollar for the first page and fifty cents for each additional page; and, (2) for a certified copy, three dollars for the first page and fifty cents for each additional page.". Section 33-43-402. (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. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this State until an application for that authority is filed with the Secretary of State. 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. (3) the Secretary of State to file the record unsigned. West Virginia. (4) LLC converted into a general partnership (Section 33-43-1008). As defined by the U.S. federal government, it includes Alabama, Arkansas, Delaware, the District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Over the past few decades, the limited liability company form has become the most popular choice of business entity for business owners and companies. (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. 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. 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. (g) Except as otherwise provided in Section 33-43-602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. (13) Statement of Authority (Section 33-43-302): $10.00. Section 33-43-802. 3. often South a. Download This Bill in Microsoft Word format, Indicates Matter Stricken (a) A limited liability company may be converted to a partnership pursuant to this section. WebSouth Carolina Limited Liability Companies and Limited Liability Partnerships Fourth Edition TABLE OF CONTENTS Chapter 1 Overview of the South Carolina Uniform Limited (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (B) the ninetieth day after the record is filed. Section 33-43-401. Section 33-43-1014. (a) Unless otherwise specifically provided by law for a different filing fee, the Secretary of State shall collect the following fees when the following documents described in this subsection are delivered to him for filing: (1) Application to use noncomplying name by foreign limited liability company (Section 33-43-108): $25.00. (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. (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. 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. (iii) by a duly recorded deed of conveyance to the newly-named partnership. (e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. (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. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. (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. (4) the means and conditions for amending the operating agreement. (d) Subject to Section 33-43-805, this section applies to a foreign limited liability company transacting business in this State which has a certificate of authority to transact business in this State or which has applied for a certificate of authority. (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. 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. 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 SECTION 5. 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) 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. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (a) A limited liability company may be converted to a corporation pursuant to this section. To the extent the former member might have been owed fiduciary duties, these can be eliminated by the amendment or modification of the operating agreement. (c) A registered agent for service of process of a limited liability company or foreign limited liability company must be an individual who is a resident of this State or other person with authority to transact business in this State. Section 33-44-303 - Liability of members and managers. (h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under Sections 33-43-403 and 33-43-406(c) known to the transferee when the transferee becomes a member. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. (5) The operating agreement may be amended only with the consent of all members. Step 4. (f) A conversion takes effect when the certificate of organization is filed in the office of the Secretary of State or at any later date specified in the certificate of organization. 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