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. (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. (B) the designated person, or at least one of the designated persons if more than one are designated, consents to become a member. (c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests of the company. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. 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, (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. Create Your South Carolina LLC Operating Agreement. (a) After a plan of domestication is approved, the domesticating company, the company that effects a domestication pursuant to Sections 33-43-1013 through 33-43-1017, shall deliver to the Secretary of State for filing articles of domestication, which must include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and the jurisdiction of its original governing statute; (3) the name of the resulting domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the resulting domesticated company; (5) if the domesticating company was a South Carolina limited liability company, a statement that the resulting domestication was approved as required by this chapter; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and. (5) 'Limited partnership' means a limited partnership created under the Uniform Limited Partnership Act, Chapter 42 of this title, a predecessor law, or comparable law of another jurisdiction. Section 33-43-901. Section 33-43-1104. WebSouth Carolina enacted its first Limited Liability Company Act in 1994. (15) Statement of Denial (Section 33-43-303): $10.00. (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. The application must state the name and address of the applicant and the name proposed to be reserved. (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. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). Section 33-43-702. WebSouth Carolina adopted the South Carolina Uniform Limited Liability Company Act (the LLC Act), becoming one of the first four states to derive legislation from the then newly approved Uniform Limited Liability Company Act. (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. Section 33-43-302. Sponsors: Rep. W. Newton Ct. 2009). (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. (c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger. (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. (e) The appropriate court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (1) on application of a member, if the applicant establishes good cause; (2) on the application of a transferee, if: (A) the company does not have any members; (B) the legal representative of the last person to have been a member declines or fails to wind up the company's activities; and, (C) within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (d); or. Harry And David, LLC is an Oregon Domestic Limited-Liability Company filed On September 28, 1945. LLC members and managers who disclose that they are contracting on an LLC's behalf are not liable for a breach because they are not parties to the contractBonly the LLC itself is. (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. 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. This subsection does not appear in this act. (c) To restate its certificate of organization, a limited liability company must deliver to the Secretary of State for filing a restatement, designated as such in its heading, stating: (1) in the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial certificate of organization; (2) if the company's name has been changed at any time since the company's formation, each of the company's former names; and. (d) If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. 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). ', 'LLC', 'L.C. Section 33-43-905. (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). The Uniform LLC Act and other similar business acts (ULPA) provide for a ninety consecutive-day period. Web(d) a limited liability company engaging in a business that is subject to regulation under another statute of this state may be formed or authorized to transact business under this chapter if not precluded by the other statute and is otherwise subject to the application of the other statute, which in the case of a limited liability company The agreement also includes financial information related to the company such as ownership interest, initial loans, capital contributions, and any other records. (26) Articles of Merger (Section 33-43-1011): $110.00. (b) Upon request and payment of the requisite fee, the Secretary of State shall send to the requester a certified copy of a requested record. Step 3: Filing Articles of Organization An LLC SC refers to an LLC registered in South Carolina. (14) 'Person' means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (a) A member is not an agent of a limited liability company solely by reason of being a member. (9) 'Shareholder' means a shareholder in a corporation. WebSouth Carolina remains under the 1996 Uniform Act and has not adopted the 2006 Uniform Limited Liability Company Act. Need to save time? Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. (B) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. (b) The notice authorized by subsection (a) must: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered agent was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and. Section 33-43-304 also provides no protection where the member's conduct injures another member or the LLC. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. (9) 'Manager-managed limited liability company' means a limited liability company that qualifies under Section 33-43-407(a). (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. (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. (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. A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company. (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. 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. Step 1: How to Form an LLC in South Carolina 2. Likewise, the LLC can protect itself by recording a statement that identifies any limitation of authority to transfer LLC real property. Section 33-43-208. We are regularly developing new academic programs based on local, regional, and national employment trends for our locations in Knoxville, Nashville, Asheville, Atlanta, Indianapolis, Orlando, (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. Section 33-43-303. Section 33-43-1004. (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. (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company may be recorded by certified copy in the office of register of deeds of the county in South Carolina in which the real property is located. 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 corporation that is made after the change in name. (b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. (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. The articles must set forth: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its certificate of organization was filed with the Secretary of State; (3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (6) if a limited liability company is the surviving entity, such changes in its certificate of organization as are necessary by reason of the merger; (7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles or certificate of organization and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and. (e) An action under this section is barred if not commenced within two years after the distribution. b. : the compass point directly opposite to north. (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. (12) Certificate of Authorization (foreign LLC) (Section 33-43-208): $10.00. (2) according to the governing statute of the domesticated company, if the domesticated organization becomes a foreign limited liability company. The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3). Section 33-43-802. (16) Statement of Dissolution (Section 33-43-702): $10.00. (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) 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 33-43-603. (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (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. (3) 'Limited liability company' means a limited liability company organized under this title, a predecessor law, or comparable law of another jurisdiction. Section 33-44-303 - Liability of members and managers. Section 33-43-7001(c), or authorize electronic delivery of any of the notices described in Section 33-43-103(b) of that act, 15 U.S.C. SECTION 3. (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. (27) Articles of Domestication (Section 33-43-1015): $110.00. (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. Applying for a certificate of authority is not an admission of tax liability. 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. (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. 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