(B) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502. (3) the company does not have a registered agent in this State for sixty consecutive days. A South Carolina limited liability company that becomes a foreign limited liability company and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. Section 33-43-111. (20) Application for Amended Certificate of Authority (Section 33-43-805): $110.00. Section 33-43-501. (d) If the legal representative under subsection (c) declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. Section 33-43-1108. Former Section 102 provided in subsection (e) when an "entity" was deemed to know, had notice, or received a notification of a fact. Web2012 South Carolina Code of Laws. Section 33-43-207. (B) if the company declines to provide any demanded information, the company's reasons for declining. (14) Amendment or Cancellation of Certificate of Authority (Section 33-43-302): $10.00. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Section 33-43-1004. (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the 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. A certificate of authorization must state: (1) the company's name and any alternate name adopted under Section 33-43-805(a) for use in this State; (2) that the company is authorized to transact business in this State; (4) that the Secretary of State has not revoked the company's certificate of authority and has not filed a notice of cancellation; and. State law also decrees that an LLC can only provide one specific type of service. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. 919-814-5400. (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. If different, the organizer acts on behalf of the initial member. Web(d) a limited liability company engaging in a business that is subject to regulation under another statute of this state may be formed or authorized to transact business under this chapter if not precluded by the other statute and is otherwise subject to the application of the other statute, which in the case of a limited liability company Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. (2) implead any person that received a distribution in violation of subsection (c) and seek to compel contribution from the person in the amount the person received in violation of subsection (c). Section 33-43-903. A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company. (h) Subject to subsection (i), an effective statement of dissolution or termination is a cancellation of any recorded statement of authority for the purposes of subsection (f) and is a limitation on authority for the purposes of subsection (g). (a) If the Secretary of State rejects a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason for rejection and serve the company with a copy of the notice. (2) the designation of a new registered agent for the limited liability company or registered foreign limited liability company. Section 33-43-707. (6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholders of the corporation. (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. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. (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. (12) 'Operating agreement' means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Section 33-43-110(a). 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. (13) Statement of Authority (Section 33-43-302): $10.00. (b) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of the suit are parties to the action. Think of this (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited 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 limited partnership; and. Section 33-43-809. (5) 'Effective', with respect to a record required or permitted to be delivered to the Secretary of State for filing under this chapter, means effective under Section 33-43-205(c). These entities must have a certificate of registration from the state medical board. (4) the contents of the amendment or a declaration that the statement being affected is canceled. Need to save time? (a) Subject to the provisions of Section 33-43-110(d), a member of a member-managed limited liability company owes to the company and the other members only the fiduciary duties of loyalty and care stated in subsections (b) and (c). (d) If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. 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 33-43-901. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains: (1) a statement that the limited liability company was converted to a limited partnership from a limited liability company; (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the certificate of organization of the limited liability company as of the date the conversion takes effect. (c) A registered agent for service of process of a limited liability company or foreign limited liability company must be an individual who is a resident of this State or other person with authority to transact business in this State. Section 33-43-7001(c), or authorize electronic delivery of any of the notices described in Section 33-43-103(b) of that act, 15 U.S.C. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. (g) If a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the register of deeds or clerk of court for that real property, all persons are deemed to know of the limitation. (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 State statute provides for medical or dental LLCs. (4) 'Distribution', except as otherwise provided in Section 33-43-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. 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 corporation that is made after the change in name. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability February 24, 2021 at 9:25 AM. 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. (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. 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. 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 (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). (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. (B) a comparable order under federal, state, or foreign law governing insolvency. The Drafting (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. (a) A plan of domestication must be consented to: (1) by all the members, subject to Section 33-43-1017, if the domesticating company is a South Carolina limited liability company; and. Section 33-43-802. (e) It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. (3) a misrepresentation has been made of a material matter on any application, report, affidavit, or other record submitted by the company pursuant to this chapter. (a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities. (a) A limited liability company is an entity distinct from its members. (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is subject to liability under subsection (a) and seek to compel contribution from the person; and. 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