', or 'LC'. Section 33-43-104. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation 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. (B) have acted or are acting in a manner that, taking into account among other factors the reasonable expectations of the applicant, is oppressive or unfairly prejudicial either to the applicant or the limited liability company, and was, is, or will be directly harmful to the applicant or the limited liability company. (3) correct the defective signature or inaccurate information. south highway 1 ( ecclesiastical) Designating, or situated in, the liturgical south. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (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. (3) five days after the process, notice, or demand is deposited with the United States Postal Service, if correctly addressed and with sufficient postage. (6) Resignation of Registered Agent (Section 33-43-115): $10.00. Section 33-43-7003(b). Banks and 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. Web1. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. Section 33-43-1009. Section 33-43-1102. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (c) Except as otherwise provided in subsection (f), the effect of a distribution under subsection (a) is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and. Section 33-43-113. (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. Of or pertaining to the south; southern. (14) Amendment or Cancellation of Certificate of Authority (Section 33-43-302): $10.00. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. South Carolina Revised Code 33-13-101 et. (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. Section 33-43-304. If the LLC is engaged in a significant transaction, counsel dealing with the LLC will likely not rely solely on a recorded statement of authority, but will follow typical due diligence routines including: examination of the certificate of organization and the terms of any operating agreement, obtaining certified minutes of either the members or managers, obtaining a Certificate of Existence, determination of compliance with tax and other governmental requirements, review of court house and other governmental records regarding pending litigation and other matters, along with other pertinent investigation deemed appropriate. (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (c) 'Personal liability' means liability for a debt, obligation, or other liability of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this chapter. The term includes the agreement as amended or restated. Sup. This cancellation operates without need for any recording under subsection (f) or (g). The Secretary of State shall serve the company with a copy of the filed declaration. (2) 'Contribution' means any benefit provided by a person to a limited liability company: (A) in order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company; (B) in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or. The LLC's operating agreement controls the LLC's operations. (1) all property owned by the converting limited liability company vests in the corporation; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1004(c), all the members of the converting limited liability company continue as shareholders of the corporation; and. (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and. that may impose personal liability on a member (here for a failure to pay wages), and as such, Section 33-43-304 provides no protection to the member. (iii) by a duly recorded deed of conveyance to the newly-named corporation. (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. (c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted corporation or the cash or other consideration to be paid or delivered as a result of the conversion of the interest of the members, or both. (d) Subject to Section 33-43-805, this section applies to a foreign limited liability company transacting business in this State which has a certificate of authority to transact business in this State or which has applied for a certificate of authority. Except as otherwise provided in Section 33-43-708(c), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. Document Path: l:\council\bills\cc\15973sd21.docx, Introduced in the House on February 23, 2021 (a) A limited liability company may be converted to a partnership pursuant to this section. (b) A domestication becomes effective: (1) when the certificate of organization takes effect, if the domesticated company becomes a South Carolina limited liability company; and. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. (5) The operating agreement may be amended only with the consent of all members. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. As an additional reminder, almost all provisions of the operating agreement may be orally agreed to; there is no statutory requirement that operating agreement must be in writing (other than modification of Section 33-43-409 fiduciary duties which must be in writing). (b) The Secretary of State shall collect a fee of $10.00 each time process is served on him pursuant to Section 33-43-116. (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. 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 limited liability company that is made after the change in name. Section 33-43-707. 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 partnership that is made after the change in name. (a) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of State for filing a statement of resignation that states: (1) the name of the company or foreign company; (3) that the agent resigns from serving as registered agent for the company or foreign company; and. 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. (b) To amend or cancel a statement of authority filed by the Secretary of State under Section 33-43-205(a), a limited liability company must deliver to the Secretary of State for filing an amendment or cancellation stating: (2) the street and mailing addresses of the company's principal office; (3) the caption of the statement being amended or canceled and the date the statement being affected became effective; and. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (b) After a limited liability company complies with subsection (a), any surplus must be distributed in the following order, subject to any charging order in effect under Section 33-43-503: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. WebSouth Carolina remains under the 1996 Uniform Act and has not adopted the 2006 Uniform Limited Liability Company Act. (8) Amended Certificate of Organization (Section 33-43-201): $110.00. (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company may be recorded by certified copy in the office of register of deeds of the county in South Carolina in which the real property is located. (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. This act takes effect July 1, 2022. 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