(c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. (e) The dissolution of a limited liability company does not affect the applicability of this section. (a) A limited liability company may be converted to a limited partnership pursuant to this section. (a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity; (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity; (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and. 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. (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. 2 Compared to the South Carolina Corporate Code (the Corporate Code), (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. (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. (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. Think of this Section 33-43-1003. The Secretary of State shall serve the company with a copy of the filed declaration. (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. Section 33-43-1101. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (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. Section 33-43-112. (2) The duty stated under subsection (b)(3) continues until winding up is completed. WebThe South Carolina 1996 Uniform Limited Liability Company Act (South Carolina LLC Act) governs the formation and organization of South Carolina LLCs. (27) Articles of Domestication (Section 33-43-1015): $110.00. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. (2) the grounds for revocation under subsection (a). Section 33-43-304. This phrase, which is not in the Uniform Act, is intended to clarify that the reference to exclusive remedy refers only to the remedies as set forth in Chapter 44, Title 33 and that any and all remedies provided to creditors of a member or as to the rights and powers of a bankruptcy trustee or court appointed receiver as to a member are preserved and will continue. (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. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. (c) Service of any process, notice, or demand on the Secretary of State as agent for a limited liability company or foreign limited liability company may be made by delivering to the Secretary of State duplicate copies of the process, notice, or demand. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. There also may be statutes, such as S.C. Code Section 41-10-10 et. Section 33-43-707. To the extent the former member might have been owed fiduciary duties, these can be eliminated by the amendment or modification of the operating agreement. (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. The fiduciary duties listed in Section 33-43-409 are the exclusive fiduciary duties that are imposed on members or managers. (a) A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or. (a) A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. (12) Certificate of Authorization (foreign LLC) (Section 33-43-208): $10.00. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South Step 1: How to Form an LLC in South Carolina 2. (6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. Subsections (a) and (b) merely require the person (if a single member LLC is planned) or one or more of the persons who will be members of a multi-person LLC, to instruct a person (who may be one of the future members) to file the articles of organization. (e) Members, managers, and persons not members are deemed to know of an effective statement of authority to transfer real property as provided in Section 33-43-302(f) and also any limitation on authority to transfer real property as provided in Section 33-43-302(g). (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. (c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this State. (3) that the company's name satisfies the requirements of Section 33-43-108. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or. (c) Subject to Section 33-43-205(c), a statement of change is effective when filed by the Secretary of State. For further elaboration, see Benjamin Means, A Contractual Approach to Shareholder Oppression Law, 79 Fordham L. Rev.1161 (2010). especially : 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. (3) merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under Article 10 become effective. (b) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State must prepare, sign, and file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's principal office. (5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. (b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not comply with Section 33-43-108, it may not thereafter transact business in this State until it complies with subsection (a) and obtains an amended certificate of authority. (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. [1] You can easily create an LLC in South Carolina by completing a few forms. Begin by choosing your business name and reserve the name if necessary. Then file Articles of Organization with the state Secretary of States office. Before you can open your doors, you must obtain necessary tax IDs and business licenses. 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. (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. (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. 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south carolina limited liability company act