south carolina limited liability company act

(e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection (b); or. (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. The primary purpose of Section 33-43-302 is to permit third parties dealing with LLCs to rely on the authority of persons identified in a recorded statement of authority. Section 33-43-103. (d) All distributions made under subsections (b) and (c) must be paid in money. 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. To cancel its certificate of authority to transact business in this State, a foreign limited liability company must deliver to the Secretary of State for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. If the organizer will be the sole member, the sole member may simply file the articles. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. Web(1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this act of a person in the capacity of 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. The application must state the name and address of the applicant and the name proposed to be reserved. (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. (3) correct the defective signature or inaccurate information. (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. (3) in connection with a proceeding under Section 33-43-701(a)(4) or (5). (3) subject to Section 33-43-504, does not entitle the transferee to: (A) participate in the management or conduct of the company's activities; or. Section 33-43-906. (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (4) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, without demand, provide the member with all information that is known to the company and is material to the member's decision. (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. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. 2 South Salisbury St. Raleigh, NC 27601-2903. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South (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. Section 33-43-904. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. 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. WebSouth Carolina Limited Liability Companies and Limited Liability Partnerships Fourth Edition TABLE OF CONTENTS Chapter 1 Overview of the South Carolina Uniform Limited Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. 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. b. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under Section 33-43-602(1). (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. (5) 'Limited partnership' means a limited partnership created under the Uniform Limited Partnership Act, Chapter 42 of this title, a predecessor law, or comparable law of another jurisdiction. Section 33-43-702. Section 33-43-503. (f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (c) In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers. The South Carolina Limited Liability Company Act requires every limited liability company formed under S.C. Code Section 33-41-10 et seq. Section 33-43-1004. Section 33-43-803. Websouth (south) n. 1. Think of this The agreement also includes financial information related to the company such as ownership interest, initial loans, capital contributions, and any other records. (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. 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. (25) Articles of Conversion of a Limited Liability Company that Converts into a Partnership (Section 33-43-1008): $10.00. (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. Section 33-43-1009. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that corporation; or, (ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or. (g) This section provides the exclusive remedy pursuant to this chapter by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest; however, nothing in this section shall limit or preclude other remedies provided to creditors of a member or as to the rights and powers of a trustee in bankruptcy or court appointed receiver as to a member. (3) 'Limited liability company' means a limited liability company organized under this title, a predecessor law, or comparable law of another jurisdiction. (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. South Carolina may have more current or accurate information. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502 and any charging order in effect under Section 33-43-503. The statute recognizes the fundamental concept of freedom of contract. 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. (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. Company that Converts into a Partnership ( Section 33-43-1008 ): $ 10.00 ( b ) and ( ). Inaccurate information S.C. Code Section 33-41-10 et seq the fundamental concept of freedom of contract plaintiff receives any proceeds the... 33-43-1008 ): $ 10.00 associate with the record an electronic symbol,,... 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