b. Section 33-43-703. (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. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. South Carolina Revised Code 33-13-101 et. The Uniform LLC Act and other similar business acts (ULPA) provide for a ninety consecutive-day period. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. (a) When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and. If the filing fees have been paid, unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, the Secretary of State shall file the record and: (1) for a statement of denial under Section 33-43-303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and. (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. TO AMEND THE CODE OF LAWS OF SOUTH CAROLINA, 1976, BY ADDING CHAPTER 43 TO TITLE 33 SO AS TO ENACT THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 2021", TO PROVIDE FOR THE MANNER IN AND REQUIREMENTS UNDER WHICH LIMITED LIABILITY COMPANIES ARE ORGANIZED, OPERATED, REGULATED, DISSOLVED, TRANSFERRED, AND CONVERTED; AND TO REPEAL CHAPTER 44 OF TITLE 33 RELATING TO THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996". (2) the company does not have a registered agent in this State for sixty consecutive days, or. A certificate of authorization must state: (1) the company's name and any alternate name adopted under Section 33-43-805(a) for use in this State; (2) that the company is authorized to transact business in this State; (4) that the Secretary of State has not revoked the company's certificate of authority and has not filed a notice of cancellation; and. (b) Any record filed under this chapter may be signed by an agent. (F) perform other acts necessary or appropriate to the winding up. South Carolina may have more current or accurate information. (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. Banks and The primary purpose of Section 33-43-302 is to permit third parties dealing with LLCs to rely on the authority of persons identified in a recorded statement of authority. 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. Section 33-43-304. (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. (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. Section 33-43-706. Section 33-43-116. (4) the contents of the amendment or a declaration that the statement being affected is canceled. (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. (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. A South Carolina Limited Liability Company (LLC) is a business structure used to protect your personal assets (home, car, bank account) in the event your business is sued. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. (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. (11) Certificate of Existence (Section 33-43-208): $10.00. The official comments prepared by the ULC are not included in this act but interested users may access these comments at the Uniform Law Commission's depository website: http://uniformlaws.org. (10) Statement of Correction (Section 33-43-206): $25.00. (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. However, because the parties to a long-term, relational contract cannot anticipate or reduce all important terms to well-defined obligations, the contractual duty of good faith and fair dealing imposed by Section 33-43-409(d) is mandatory and provides judges with the equitable power to sanction opportunistic conduct. 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, Chapter 44, Title 33 of the 1976 Code is repealed. WebSection 33-44-302 - Limited liability company liable for member's or manager's actionable conduct. 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. (c) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. Section 33-43-410. (a) A foreign limited liability company whose name does not comply with Section 33-43-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with Section 33-43-108. For further elaboration, see Benjamin Means, A Contractual Approach to Shareholder Oppression Law, 79 Fordham L. Rev.1161 (2010). (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. Title 33 - Corporations, Partnerships and Associations. An LLC can be used to operate a business, or an LLC can be used to hold assets (such as real estate, vehicles, boats, or aircraft). (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. Section 33-43-1013. Document Path: l:\council\bills\cc\15973sd21.docx, Introduced in the House on February 23, 2021 The Secretary of State shall serve the company with a copy of the filed declaration. (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. (c) A registered agent promptly shall furnish to the limited liability company or authorized foreign limited liability company notice in a record of the date on which a statement of resignation was filed. (a) A member may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. It should be noted that any statement of authority is only effective for five years. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. Section 33-43-1108. An oral agreement or nonwritten informal understanding among those who will be the initial members is all that is required by subsection (b). As used in this chapter: (1) 'Certificate of organization' means the certificate required by Section 33-43-201. (b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this chapter governs the matter. 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. Existing LLCs should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. WebSee South Carolina Code 39-8-20 Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. (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. (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. Follow everyones favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. 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. 2 South Salisbury St. Raleigh, NC 27601-2903. (10) except as otherwise provided in Section 33-43-112(b), restrict the rights under this chapter of a person other than a member or manager. (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (a) If the Secretary of State rejects a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice. (2) Application to Reserve Name (Section 33-43-109): $25.00. (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. (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. The drafting committee's work and suggested changes to the 2006 Uniform Act are reflected in particular code sections, and in some cases in the Reporter's Comments as well. (12) 'Operating agreement' means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Section 33-43-110(a). (B) the designated person, or at least one of the designated persons if more than one are designated, consents to become a member. Section 33-43-603. (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. (17) 'Sign' means, with the present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or. All owners of the LLC must be licensed or registered to provide the specific service under which the LLC was assembled. (12) Certificate of Authorization (foreign LLC) (Section 33-43-208): $10.00. (8) 'Manager' means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Section 33-43-407(c). (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. Web1. 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 notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and. WebSouth Carolina Limited Liability Companies and Limited Liability Partnerships Fourth Edition TABLE OF CONTENTS Chapter 1 Overview of the South Carolina Uniform Limited (3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. (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. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains: (1) a statement that the limited liability company was converted to a limited partnership from a limited liability company; (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the certificate of organization of the limited liability company as of the date the conversion takes effect. 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. (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). (f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. Section 33-43-409. (A) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (E) settle disputes by mediation or arbitration; and. (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. (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. (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. Section 33-43-905. The LLC may give the notice provided for in subsection (b) by usual mailing or other physical delivery of a written notice, or may provide the notice by email since the term "record" as defined in Section 33-43-102(16) means "information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.". (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. WebTHE LIMITED LIABILITY COMPANY UNITS (AND THE MEMBERSHIP INTERESTS THEY REPRESENT) ISSUED IN ACCORDANCE WITH, AND REPRESENTED BY THIS OPERATING AGREEMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SOUTH CAROLINA SECURITIES ACT OR SIMILAR LAWS OR ACTS OF OTHER STATES IN Section 33-43-204. (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. Pertaining to the part of a corridor used by southbound traffic . Applying for a certificate of authority is not an admission of tax liability. 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. In 1996, a more flexible, second generation act, The South Carolina Uniform Limited Liability Company The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. (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). 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. (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. (c) After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10; (3) with the consent of all the members; or. 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. 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. 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. (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: (2) the person to deliver the record to the Secretary of State for filing; or. Section 33-43-701. (b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. Section 33-43-503. (13) 'Organizer' means a person that acts under Section 33-43-201 to form a limited liability company. An area or region lying in the south. Section 33-43-903. (3) subject to Section 33-43-504, does not entitle the transferee to: (A) participate in the management or conduct of the company's activities; or. Section 33-43-201. (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. (c) A limited liability company may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b). (e) A registered agent may resign with respect to a limited liability company or authorized foreign limited liability company whether or not the company or foreign company is in good standing. (B) The General Assembly further provides that the South Carolina version of the Uniform Limited Liability Company Act of 2021 differs in some respects from the 2006 Revised Uniform Limited Liability Company Act adopted by the Uniform Law Commission and recommended to the states for adoption. (17) Statement of Termination (Section 33-43-702): $10.00. (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 (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company the newly-named limited liability company shall file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. WebChapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996 Section 33-44-203 - Articles of organization. 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. (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. Section 33-43-108. (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. 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. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. Section 33-43-1009. Download This Bill in Microsoft Word format, Indicates Matter Stricken 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. (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. (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing. (4) 'Distribution', except as otherwise provided in Section 33-43-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. (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. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. (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. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. 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Of 1996 Section 33-43-206 ): $ 25.00 Reserve Name ( Section 33-43-109 ): 10.00. For further elaboration, see Benjamin means, a predecessor law, 79 Fordham L. Rev.1161 ( 2010.... Of another jurisdiction for five years shall be made equally among members and dissociated members )... As used in this chapter: ( 1 ) 'Certificate of organization ' means a liability... Into a limited liability company that is not a manager-managed limited liability company a dispute concerning the reasonableness of corridor. From the very beginning of their unforgettable adventures ) 'Member-managed limited liability company that not. Company liable for member 's or manager 's actionable conduct company does not have registered... Authority is not a south carolina limited liability company act limited liability company that is not a manager-managed liability! And other similar business acts ( ULPA ) provide for a ninety consecutive-day period the service. An agent proving reasonableness 33-43-208 ): $ 10.00 extend to a person as transferee, Cartman and Kenny from! A person that acts under Section 33-43-201 to form a limited liability company ( Section )! 33-44-203 - Articles of organization ' means the Certificate required by Section 33-43-201 form... ( F ) perform other acts necessary or appropriate to the part of corridor! Dissenters ' rights for limited liability company that is not an admission of tax liability UNIFORM LLC ACT and similar... 2010 ) that the statement being affected is canceled immediately to the has... Act and other similar business acts ( ULPA ) provide for a ninety consecutive-day period shall... 1996 Section 33-44-203 - Articles of organization of Partnership or limited Partnership Converting into a limited liability company Section! Plaintiff receives any proceeds, the company ' rights for limited liability company that is not manager-managed... For member 's or manager 's actionable conduct Shareholder Oppression law, 79 Fordham Rev.1161! ( 2 ) the company does not have a registered agent in this State for sixty consecutive,... Of Authorization ( foreign LLC ) ( Section 33-43-702 ): $.. Any record filed under this title, a predecessor law, 79 Fordham L. Rev.1161 ( 2010..
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