south carolina limited liability company act
An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. The South Carolina Limited Liability Company Act requires every limited liability company formed under S.C. Code Section 33-41-10 et seq. (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing a certificate of organization. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. Section 33-43-203. (d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. Thus, the better practice is to always utilize a written operating agreement. If the organizer will be the sole member, the sole member may simply file the articles. (b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this chapter governs the matter. (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 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. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. Section 33-43-806. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (f) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity. (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. Web1. Section 33-43-408. The shield provides no protection when a member engages in actionable conduct. The application must state: (1) the name of the company and, if the name does not comply with Section 33-43-108, an alternate name adopted pursuant to Section 33-43-805(a); (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and. (B) the claimant does not commence the required action within the ninety days. 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. In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. (6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholders of the corporation. (4) the means and conditions for amending the operating agreement. (4) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). (25) Articles of Conversion of a Limited Liability Company that Converts into a Partnership (Section 33-43-1008): $10.00. (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. (b) If a limited liability company or foreign limited liability company does not appoint or maintain a registered agent in this State or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served. 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. b. : the compass point directly opposite to north. (3) merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under Article 10 become effective. 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. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. Banks and 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. (b) The Secretary of State shall collect a fee of $10.00 each time process is served on him pursuant to Section 33-43-116. Section 33-44-603 (4) state that the claim will be barred if not received by the deadline. 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." Section 33-43-1009. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and. (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) If the Secretary of State determines that an application under subsection (a) contains the required information and that the information is correct, the Secretary of State shall prepare a declaration of reinstatement that states this determination, sign and file the original of the declaration of reinstatement, and serve the limited liability company with a copy. (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. (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. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or. (4) the contents of the amendment or a declaration that the statement being affected is canceled. Think of this (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. (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. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name. (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (b) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of the suit are parties to the action. (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. (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. (a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and. Section 33-43-116. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (d) Service is effected under subsection (c) at the earliest of: (1) the date the limited liability company or foreign limited liability company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; 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. (b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the Secretary of State for filing a signed notice of the transfer which states the name and address of the transferee. Section 33-43-706. (iii) by a duly recorded deed of conveyance to the newly-named partnership. (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). (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. (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. 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. As an additional reminder, almost all provisions of the operating agreement may be orally agreed to; there is no statutory requirement that operating agreement must be in writing (other than modification of Section 33-43-409 fiduciary duties which must be in writing). (a) A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. Webthe South, region, southeastern United States, generally though not exclusively considered to be south of the Mason and Dixon Line, the Ohio River, and the 3630 parallel. West Virginia. (b) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed. Section 33-43-401 does not require those persons who will be LLC members to enter into a formal agreement prior to the filing of articles of organization. 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. 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. (2) is deemed to have notice of the fact under subsection (d). (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. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. (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. SECTION 3. Section 33-43-202. (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) 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. Section 33-43-1016. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. (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. Section 33-43-113. (5) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. Of or pertaining to the south; southern. Section 33-43-904. (a) A limited liability company may be converted to a partnership pursuant to this section. Section 33-43-105. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or, subject to Section 33-43-1017, by a number or percentage of the partners required for conversion in the partnership agreement. Section 33-43-304 also provides no protection where the member's conduct injures another member or the LLC. 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. (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. (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect. (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. About South Park Relive the dawn of the South Park era, with legendary episodes of the groundbreaking, Emmy Award-winning animated classic. A transferable interest is personal property. If the Secretary of State finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. (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. (17) 'Sign' means, with the present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or. (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State. (d) All distributions made under subsections (b) and (c) must be paid in money. The liability shield provided by Section 33-43-304 to both members and managers protects them "solely" in their status as members or managers. (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. (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. Therefore, if a member withdraws from the LLC, unless otherwise provided in the operating agreement, he or she will not be entitled to have his or her membership interest redeemed by the LLC. Except (1) as otherwise required by the context, (2) inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term 'partnership' or 'general partnership' when used in any other statute or in any regulation, includes and also means 'limited liability company'. Different from the former law, all LLCs (unless modified by the operating agreement) will have perpetual life. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. Step 4. Section 33-43-1013. (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited partnership; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. Section 33-43-809. (d) An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. (d) A limited liability company is formed when the company's certificate of organization becomes effective. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. (k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of subsection (f)(1). (d) A written operating agreement may expand, restrict, or eliminate the member's or manager's or other person's duties and rights stated in Section 33-43-409; provided however an operating agreement may not eliminate the contractual obligation of good faith and fair dealing under Section 33-43-409(d). 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