(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. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. Download This Bill in Microsoft Word format, Indicates Matter Stricken
(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. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly named limited partnership must 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. 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. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. (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) 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. (g) In subsection (a), 'distribution' does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. (b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under Section 33-43-110(g), the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability. A transferable interest is personal property. (2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to: (A) state that the company has no members; (B) state that the person has been appointed pursuant to this subsection to wind up the company; and. Section 33-43-1109. 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) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this chapter governs the matter. (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. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named partnership must 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. (2) the member has consented to the provision of the operating agreement. (2) if a demand has not been made, the reasons a demand under Section 33-43-902(1) would be futile. (4) LLC converted into a general partnership (Section 33-43-1008). If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located. The LLC's operating agreement controls the LLC's operations. Section 33-43-102. (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. FORMING THE LLC 4 FORMING THE LLC At Will v. Term Section 33-43-205. WebSouth Carolina enacted its first Limited Liability Company Act in 1994. (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. Section 33-43-302. (21) 'Transferee' means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. (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. (e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process. Hours of Operation. (b) In a proceeding brought under subsection (a)(5), the court may order a remedy other than dissolution. (7) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. (e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. The members of the committee were: Scott Barnes, Rob Bethea, Tom Brumgardt, Jim Burkhard, Joe Clark, Frank Cureton, Jones DuBose, Melissa Dunlap, Todd Ellis, Jay Henning, Maurice Holloway, Ben Means, David Merline, Jr., George Morrison, Graham Newman, and Shannon Wiley. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. This subsection does not appear in this act. (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. (c) A limited liability company has perpetual duration. (a) A limited liability company or foreign limited liability company may change its registered agent, or the address of its registered agent by delivering to the Secretary of State for filing a statement of change containing: (2) the name and street and mailing addresses of its current registered agent; and. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. (e) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. This is no longer true. (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. (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). (f) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. However, members and managers should be aware that decisions in other states have applied the Statute of Frauds to invalidate provisions of oral operating agreements. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in Section 33-43-502(c) and, for the purposes of settling the estate, the rights of a current member under Section 33-43-410. Section 33-43-304. Section 33-43-1016. The statement: (1) must include the name of the company and the street and mailing addresses of its principal office; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (A) execute an instrument transferring real property held in the name of the company; or, (B) enter into other transactions on behalf of, or otherwise act for or bind, the company; and. (c) When filed by the Secretary of State, a statement of correction under subsection (a) is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: (1) for the purposes of Section 33-43-103(d); and. (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. (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. (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. Failure to make the required filing of a limited partnership 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 limited partnership that is made after the change in name. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). As such, the person will have only those rights which are agreed to by the remaining members. The mere filing of a statement of authority with the Secretary of State is not notice to third parties; recording is necessary. Applying for a certificate of authority is not an admission of tax liability. (3) 'Limited liability company' means a limited liability company organized under this title, a predecessor law, or comparable law of another jurisdiction. (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. (g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. (g) In a manager-managed limited liability company, the following rules apply: (1) Subsections (a), (b), (c), and (e) apply to the manager or managers and not the members. (B) the claimant does not commence the required action within the ninety days. (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. (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the register of deeds or clerk of court. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter; or, (2) a misrepresentation has been made of a material matter in any application, report, affidavit or other record submitted by the company pursuant to this chapter; or. 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, a. : the direction of the south terrestrial pole : the direction to the right of one facing east. (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. 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