south carolina limited liability company act

Section 33-43-706. (d) A person that is not a member is deemed to have notice of a limited liability company's: (1) dissolution, ninety days after a statement of dissolution under Section 33-43-702(b)(2)(A) becomes effective; (2) termination, ninety days after a statement of termination Section 33-43-702(b)(3) becomes effective; and. The drafters recognize that throughout the country there are many claims that members or managers have breached fiduciary duties and there often are questions as to what duties are imposed. However, different from former law, all the statutory fiduciary duties may be restricted or eliminated if so provided in the operating agreement. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (c) A special litigation committee may be appointed: (1) in a member-managed limited liability company: (A) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and, (B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or. (b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. Sup. Banks and (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (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. (a) After approval of the plan of merger under Section 33-43-1010(c), unless the merger is abandoned under Section 33-43-1010(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. (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) 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. Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. Section 33-43-1101. Management of limited liability (a) A certificate of organization may be amended or restated at any time. This is merely the default provision and the members may change this by an appropriate provision in the operating agreement. Different from the former law, all LLCs (unless modified by the operating agreement) will have perpetual life. (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. (10) 'Member' means a person that has become a member of a limited liability company under Section 33-43-401 and has not dissociated under Section 33-43-602. Subject to Sections 33-43-115 and 33-43-206, a record filed by the Secretary of State is effective: (1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (B) the ninetieth day after the record is filed; or. If there is no office in that county, a certified copy may be filed in the clerk of court of the county in which that real property is located. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (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) the claimant does not commence the required action within the ninety days. Be it enacted by the General Assembly of the State of South Carolina: SECTION 1. (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. 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." (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. Section 33-43-902. (b) A person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or. (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and. (b) In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members. Existing LLCs should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. (e) An action under this section is barred if not commenced within two years after the distribution. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. (6) the street address of the surviving entity's principal place of business. (2) the grounds for revocation under subsection (a). (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 enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. (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. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. Section 33-43-203. WebTHE LIMITED LIABILITY COMPANY UNITS (AND THE MEMBERSHIP INTERESTS THEY REPRESENT) ISSUED IN ACCORDANCE WITH, AND REPRESENTED BY THIS OPERATING AGREEMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SOUTH CAROLINA SECURITIES ACT OR SIMILAR LAWS OR ACTS OF OTHER STATES IN (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. Section 33-43-206. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. (1) vary a limited liability company's capacity under Section 33-43-105 to sue and be sued in its own name; (2) vary the law applicable under Section 33-43-106; (3) vary the power of the court under Section 33-43-204; (4)vary the limitations imposed by Section 33-43-405, or limit the liabilities imposed by Section 33-43-406. (c) The court may foreclose the lien and order the sale of the transferable interest. (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). (ii) a charging order in effect under Section 33-43-503 which has not been foreclosed; (C) the person is a corporation and, within ninety days after the company notifies the person that it will be expelled as a member because the person has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the certificate of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or. (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. (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. 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