(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. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. (A) The General Assembly finds that by Act 343 of 1996, the General Assembly enacted the South Carolina Uniform Limited Liability Company Act as contained in Chapter 44, Title 33. (Members and managers are assumed to know who is authorized to act on behalf of the LLC by virtue of the terms of any operating agreement and the certificate of organization.). (e) The dissolution of a limited liability company does not affect the applicability of this section. Unless modified by the operating agreement, if a member withdraws from the LLC the withdrawal will be "wrongful" and subject the withdrawing member to damages. (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. (3) the company does not have a registered agent in this State for sixty consecutive days. The shield provides no protection when a member engages in actionable conduct. (c) The court may foreclose the lien and order the sale of the transferable interest. 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. (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. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this State. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. Thus, the better practice is to always utilize a written operating agreement. (17) Statement of Termination (Section 33-43-702): $10.00. Section 33-43-1017. Section 33-43-110(d) provides that a written operating agreement may "expand, restrict, or eliminate, the member's or, manager's or other person's duties." (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. Webster's Third New International Dictionary defines "solely" to mean "to the exclusion of alternate or competing things." A limited liability company member cannot be held liable for the malfeasance of a limited liability company by virtue of his membership in the limited liability company alone; in other words, he must do more than merely be a member in order to be liable personally for an obligation of the limited liability company. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. Former Section 102 provided in subsection (e) when an "entity" was deemed to know, had notice, or received a notification of a fact. ', and 'company' may be abbreviated as 'Co.'. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. (2) occurs before the termination of the company and: (A) the person withdraws as a member by express will; (B) the person is expelled as a member by judicial order under Section 33-43-602(5); (C) the person is dissociated under Section 33-43-602(7)(A) by becoming a debtor in bankruptcy; or. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. (c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. It should be noted that any statement of authority is only effective for five years. 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. (b) A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or. (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. (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. (16) Statement of Dissolution (Section 33-43-702): $10.00. 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 33-44-603 Section 33-43-110. (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. WebState Corporation Commission, Corporations. 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. (19) Application Certificate of Authority, Foreign LLC (Section 33-43-802): $110.00. In 2006, the Uniform Law Commission, on which South Carolina has four participating commissioners, developed and submitted to the various states for enactment the 2006 Revised Uniform Limited Liability Company Act. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). 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. Section 33-43-804. Except as otherwise provided in Section 33-43-708(c), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (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. Section 33-43-1010. (2) Each manager has equal rights in the management and conduct of the activities of the company. However, different from former law, all the statutory fiduciary duties may be restricted or eliminated if so provided in the operating 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. (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. (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. (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and. (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. 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. (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. (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. (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. (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. (1) all property owned by the converting limited liability company vests in the partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the 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 partnership; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1008(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion. (d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. (C) has engaged in, or is engaging, in conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member; (6) in the case of a person who is an individual: (B) in a member-managed limited liability company: (i) a guardian or general conservator for the person is appointed; or. 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. (18) Application for Reinstatement (Section 33-43-706): $25.00. Section 33-43-1108. (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). (a) The Secretary of State may dissolve a limited liability company administratively 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. (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. Step 1: How to Form an LLC in South Carolina 2. 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. 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 limited liability company that is made after the change in name. ', or 'LC'. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. Section 33-43-7003(b). (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. (f) A conversion takes effect when the certificate of organization is filed in the office of the Secretary of State or at any later date specified in the certificate of organization. Section 33-43-901. The statute recognizes the fundamental concept of freedom of contract. Section 33-43-903. (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. (b) A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subsection (a) may enforce the obligation. (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. Section 33-43-301. The mere filing of a statement of authority with the Secretary of State is not notice to third parties; recording is necessary. (e) An action under this section is barred if not commenced within two years after the distribution. Section 33-43-501. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. As 'Co. ' the fundamental concept of freedom of contract shield provides no when! 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