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. Thus, the better practice is to always utilize a written operating agreement. (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. If a process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office. Section 33-43-1004. (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. (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (B) the ninetieth day after the record is filed. (b) A foreign limited liability company that has a certificate of authority under Section 33-43-802 shall designate and continuously maintain in this State a registered agent. (a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. Section 33-43-111. (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. 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. (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. (a) A foreign limited liability company may become a South Carolina limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and. Different from the former law, all LLCs (unless modified by the operating agreement) will have perpetual life. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. b. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. (2) except as otherwise provided in subsection (c), a limited liability company formed before the effective date of this chapter which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter. (27) Articles of Domestication (Section 33-43-1015): $110.00. The Drafting The law of this State governs: (1) the internal affairs of a limited liability company; and. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the Secretary of State show that the company has been formed under Section 33-43-201 and the Secretary of State has not filed a statement of termination pertaining to the company. 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. WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability The South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. Similar to former South Carolina law, Section 33-43-409 imposes specified fiduciary duties on members and managers (which are the only ones unless expanded by the operating agreement). The operating agreement may be amended after a member leaves the LLC or becomes a transferee. (a) A member is not an agent of a limited liability company solely by reason of being a member. (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) Resignation of Registered Agent (Section 33-43-115): $10.00. Section 33-43-1108. (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. A transferable interest is personal property. b. (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter. Section 33-43-116. Section 33-43-1016. (b) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall file a record of the determination and serve the company with a copy of the filed record. (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. (a) After a plan of domestication is approved, the domesticating company, the company that effects a domestication pursuant to Sections 33-43-1013 through 33-43-1017, shall deliver to the Secretary of State for filing articles of domestication, which must include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and the jurisdiction of its original governing statute; (3) the name of the resulting domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the resulting domesticated company; (5) if the domesticating company was a South Carolina limited liability company, a statement that the resulting domestication was approved as required by this chapter; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and. Section 33-43-804. (4) The consent of all members is required to: (A) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (B) approve a merger, conversion, or domestication under Article 10; (C) undertake any other act outside the ordinary course of the company's activities; and. The application must state the name and address of the applicant and the name proposed to be reserved. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. Section 33-43-1008. (a) The name of a limited liability company must contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C. "A tort is no less a tort for being committed in the service of a separate legal person. However, because the parties to a long-term, relational contract cannot anticipate or reduce all important terms to well-defined obligations, the contractual duty of good faith and fair dealing imposed by Section 33-43-409(d) is mandatory and provides judges with the equitable power to sanction opportunistic conduct. (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. (a) If a member of a merging, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and. (a) When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company. Section 33-43-1007. (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. (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect. (c) Subject to Section 33-43-205(c), a statement of change is effective when filed by the Secretary of State. (6) 'Foreign limited liability company' means an unincorporated entity formed under the law of a jurisdiction other than this State and denominated by that law as a limited liability company. Think of this (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for. (2) if the claim is timely received but rejected by the company: (A) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety days after the claimant receives the notice; and. (b) A statement of correction under subsection (a) may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and. 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