The South Carolina Reporter's Comments contained in Chapter 43, Title 33, as added by the provisions of Section 2, are not considered part of the 1976 Code sections which immediately precede the Reporter's Comments. (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. Section 33-44-403. (b) The terms and conditions of a conversion of a limited liability company to a 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. (23) Articles of Incorporation of Limited Liability Company that Converts into a Corporation (Section 33-43-1004): $110.00 plus $25.00 for CL-1; total of $135.00. WebSection 33-44-302 - Limited liability company liable for member's or manager's actionable conduct. b. (e) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. (a) 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. (c) When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company may resume its activities as if the dissolution had not occurred. (c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (c) The authority of a foreign limited liability company to transact business in this State ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b). (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). (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. (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. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. Such recorded certified statement of authority is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection (b) and a certified copy of the cancellation or restrictive amendment has been recorded in the register of deeds or clerk of court; or. SC Code 33-44-203 (2012) What's This? Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (c) If a limited liability company does not have sufficient surplus to comply with subsection (b)(1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. Section 33-43-707. Section 33-43-404. 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. (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 organizational documents of the domesticated company that are, or are proposed to be, in a record. (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. (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7. (a) A limited liability company may be converted to a limited partnership pursuant to this section. (2) the member has consented to the provision of the operating agreement. 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. The statute recognizes the fundamental concept of freedom of contract. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or. (a) A limited liability company may be converted to a corporation pursuant to this section. Ninety consecutive days is sufficient time to either wrap up the business of the LLC or to utilize subitem (A) or (B) in connection with there being an on-going member to coordinate a liquidation. A person's dissociation does not entitle the person to a distribution in that a member's disassociation does not in of itself give the former member the right to have his or her interests in the limited liability company redeemed. The cardinal point on the mariner's compass 180 clockwise from due north and directly opposite north. (b) If the limited liability company or foreign limited liability company authorized to do business changes its principal office, or required office of a foreign limited liability company, it shall within sixty days of such change deliver to the Secretary of State a statement of change containing both the old and new address. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. (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. Section 33-43-408. (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. Section 33-43-304 also provides no protection where the member's conduct injures another member or the LLC. (b) In winding up its activities, a limited liability company: (1) shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities, and marshal and distribute the assets of the company; and. Unless modified by the operating agreement, if a member withdraws from the LLC the withdrawal will be "wrongful" and subject the withdrawing member to damages. Section 33-43-1102. (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. Section 33-43-205. (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. (B) have acted or are acting in a manner that, taking into account among other factors the reasonable expectations of the applicant, is oppressive or unfairly prejudicial either to the applicant or the limited liability company, and was, is, or will be directly harmful to the applicant or the limited liability 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. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. (b) Any record filed under this chapter may be signed by an agent. Management: Limited Liability Companies are managed by their managers. (4) Subsection (f) applies only to the members. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. South Park Enjoy uncensored, full episodes of South Park, the groundbreaking Peabody and Emmy Award-winning animated series. This subsection does not appear in this act. One requirement is placing either the term Registered Limited Liability Partnership or the term L.L.P. at the end of the business name. 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. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. New episodes of South Park premiere Wednesday nights at Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. This document contains important information about the companys structure and management. 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. (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. State law also decrees that an LLC can only provide one specific type of service. Section 33-43-7003(b). (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. Section 33-43-105. Step 2: Choose a Registered Agent 3. (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) 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. (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 partnership 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 limited liability company may be converted to a partnership pursuant to this section. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. (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). Section 33-43-1005. (3) may deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated. (B) if the company declines to provide any demanded information, the company's reasons for declining. (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. (3) if the current registered agent or an address of the agent is to be changed, the new information. (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. (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. Section 33-43-1008. (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). The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name: (1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the noncomplying name to a name that complies with subsection (b) and is distinguishable in the records of the Secretary of State from the name applied for; or. Chapter 44, Title 33 of the 1976 Code is repealed. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. Section 33-44-404. (a) A limited liability company shall designate and continuously maintain in this State a registered agent. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. (7) Certificate of Organization (Section 33-43-201): $110.00. (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. (3) subject to Section 33-43-504 and Article 10, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. Section 33-43-1009. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. South Carolina may have more current or accurate information. (b) A certificate of organization must state: (1) the name of the limited liability company, which must comply with Section 33-43-108; (2) the street and mailing address of the company's principal office; (3) the name and street and mailing address in this State of the company's registered agent. (f) The rights under this section do not extend to a person as transferee. It is very important that members understand the impact of this section and provide by contract or other arrangement, if needed, methods to protect themselves. (a) A person knows a fact when the person: (2) is deemed to know it under subsection (e) or law other than this chapter. (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. (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or. (3) in connection with a proceeding under Section 33-43-701(a)(4) or (5). (2) the record prevails as to other persons to the extent they reasonably rely on the record. (16) Statement of Dissolution (Section 33-43-702): $10.00. 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). 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. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that corporation; or, (ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or. (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. 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. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. Sup. (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (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. (b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's principal office. 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. Section 33-43-407. (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). (2) The duty stated under subsection (b)(3) continues until winding up is completed. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. 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. Section 33-43-106. Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in Section 33-43-116(c) and (d). See, Restatement (Third) or Agency Section 6.01, "When an agent acting with actual or apparent authority makes a contract on behalf of a disclosed principal, (1) the principal and the third party are parties to the contract; and (2) the agent is not a party to the contract unless the agent and third party agree otherwise." (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. It should be noted that any statement of authority is only effective for five years. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (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.". (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. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or, (ii) filing a certified copy of the articles of incorporation including a description of the real property; or. 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