(e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. The Drafting Section 33-43-801. Section 33-43-808. (f) The rights under this section do not extend to a person as transferee. (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) 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. (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. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation 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. especially : 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. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under Section 33-43-703; (2) a claimant whose claim was timely sent to the company but not acted on; 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. (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. (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 Section 33-43-410. 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. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. South Carolina Revised Code 33-13-101 et. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. WebSouth Carolina Limited Liability Company Formation Only $339.95 Complete :: AmeriLawyer Business Energy Sold Here No matter whats happening around you, you must staye focused. This subsection does not appear in this act. 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. The term includes the agreement as amended or restated. (e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. (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 limited liability company shall designate and continuously maintain in this State a registered agent. (d) If the legal representative under subsection (c) declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. (2) if a demand has not been made, the reasons a demand under Section 33-43-902(1) would be futile. (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (ii) there is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement; (7) in a member-managed limited liability company, the person executes an assignment for the benefit of creditors; (8) in the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; (9) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; (10) in the case of a member that is not an individual, partnership, limited liability company, corporation, trust, or estate, the termination of the member; (11) the company participates in a merger under Article 10, if: (A) the company is not the surviving entity; or. (9) 'Shareholder' means a shareholder in a corporation. (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. (b) After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under Section 33-43-503: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and. ', 'LLC', 'L.C. Section 33-43-603. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. (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. (12) Certificate of Authorization (foreign LLC) (Section 33-43-208): $10.00. In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and. (a) A limited liability company may be converted to a corporation pursuant to this section. Section 33-43-304 also provides no protection where the member's conduct injures another member or the LLC. (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). (b) The terms and conditions of a conversion of a limited liability company to a corporation 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 limited liability company agreement. (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. Section 33-43-102. (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. 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. 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. (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. The notice must state: (1) the revocation's effective date, which must be at least sixty days after the date the Secretary of State sends the copy; and. (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). (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). 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. 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) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. (4) LLC converted into a general partnership (Section 33-43-1008). (5) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. 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.". Section 33-43-110. (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority which may not be incorporated as part of the certificate of organization. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. WebSouth / ( sa) / noun the South the southern part of England, generally regarded as lying to the south of an imaginary line between the Wash and the Severn (in the US) the area Section 33-43-702. (24) Certificate of Limited Partnership of a Limited Liability Company that Converts into a Limited Partnership (Section 33-43-1006): $10.00. Justin Dixon, then a third year law student, provided invaluable assistance to the committee by preparing comparison reports and notes of the meetings. (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 33-43-1003. (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. HARRY AND DAVID, LLC was registered on Dec 27 2007 as a foreign limited liability company type with the address 2500 South Pacific Highway, Medford, OR, 97501, USA. to file an operating agreement within 30 days of formation. In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. (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. (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). (3) if the current registered agent or an address of the agent is to be changed, the new information. This subsection does not prevent the court from enforcing a person's right to information under Section 33-43-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (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). Section 33-43-107. Over the past few decades, the limited liability company form has become the most popular choice of business entity for business owners and companies. West Virginia. (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. This cancellation operates without need for any recording under subsection (f) or (g). 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. Plans & Pricing Individual/Team Access Education/Government (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. (2) is deemed to have notice of the fact under subsection (d). (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. WebBusiness Entities The Secretary of States Office administers corporate filings for corporations, nonprofit corporations, limited liability companies, limited partnerships, and limited Identical to former South Carolina law, this Section 33-43-503 provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's transferrable interest in a limited liability company. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. Section 33-43-701. (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may: (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and. (d) A limited liability company is formed when the company's certificate of organization becomes effective. Section 33-43-1103. This unanimous vote requirement may be changed by a specific provision in the operating agreement, subject however to the limitations found in Section 33-43-1017, which generally gives a member a veto right if the domestication (or merger or conversion) would in of itself impose personal liability on the member. 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. (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. Web(1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or Section 33-43-706. (3) 'Limited liability company' means a limited liability company organized under this title, a predecessor law, or comparable law of another jurisdiction. (5) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member. (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. (b) Except as otherwise provided in subsection (c), two years after the effective of this chapter, this chapter governs all limited liability companies. Websouth (south) n. 1. (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. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (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. (4) the contents of the amendment or a declaration that the statement being affected is canceled. 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. (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. Section 33-43-1006. 2 South Salisbury St. Raleigh, NC 27601-2903. (4) if, within ninety consecutive days after the company ceases to have any members: (A) the last person to have been a member, or the legal representative of that person, designates one or more persons to become a member or members; and. (f) This section does not affect the right to serve process, notice, or demand in any other manner provided by law. (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. Section 33-43-502. (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7. (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. Section 33-43-112(b) confirms that the rights of a transferee and dissociated member are controlled by the operating agreement. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. (a) The name of a limited liability company must contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C. (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. WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability (3) the company does not have a registered agent in this State for sixty consecutive days. (c) A registered agent for service of process of a limited liability company or foreign limited liability company must be an individual who is a resident of this State or other person with authority to transact business in this State. (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. (1) all property owned by the converting limited liability company vests in the corporation; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1004(c), all the members of the converting limited liability company continue as shareholders of the corporation; and. The shield provides no protection when a member engages in actionable conduct. (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. 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