West Virginia. In some instances the amount of damages may be nominal since the withdrawal may not seriously injure the LLC or its operations. The company shall respond to a demand made pursuant to this subsection in the manner provided in subsection (b)(3). Section 33-43-1101. A manager may be removed at any time by the consent of a majority of the members without notice or cause. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. 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. The committee was asked to review the 2006 Uniform Act and suggest any needed modifications to make it fit with South Carolina practice or needs. (a) Except as otherwise provided in subsection (b), a derivative action under Section 33-43-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. 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). (b) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. S a. a. : the direction of the south terrestrial pole : the direction to the right of one facing east. (b) The terms and conditions of a conversion of a limited liability company to a limited partnership 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 operating agreement. 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. This subsection does not prevent the court from enforcing a person's right to information under Section 33-43-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (9) Certified copy of any Record (Section 33-43-205): $3.00 for the first page and fifty cents for each additional page. Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. Section 33-43-208. (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. (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. (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. (7) if the resulting domesticated company is a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of Section 33-43-1016(b). Section 33-44-404. b. 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. Ninety consecutive days is sufficient time to either wrap up the business of the LLC or to utilize subitem (A) or (B) in connection with there being an on-going member to coordinate a liquidation. (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. The official comments prepared by the ULC are not included in this act but interested users may access these comments at the Uniform Law Commission's depository website: http://uniformlaws.org. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (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. (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. 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. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. Section 33-43-1005. (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. The abbreviation LLC stands for limited liability company. According to Nolo, this is one of many different types of legal entities that are formed in the business world. LLCs are easier and cheaper to form than corporations However, they provide equal limited liability. (2) in all other cases, as of the date: (A) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or. (2) the record prevails as to other persons to the extent they reasonably rely on the record. The operating agreement may be amended after a member leaves the LLC or becomes a transferee. (7) 'Partnership' means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction. (3) the rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company. Section 33-43-602. WebSouth Carolina Code of LawsTitle 33 - Corporations, Partnerships and Associations. An operating agreement of a limited liability company may contain a provision giving a member the right to dissent from, and obtain payment of the fair value of his membership in the event the limit liability company is converted into another entity, is merged, or is domesticated. Book flight reservations, rental cars, and hotels on southwest.com. (5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. Section 33-43-1017. This is no longer true. (a) Before the effective date of this chapter, this chapter governs only: (1) a limited liability company formed on or after the effective date of this chapter; and. Subject only to any court order issued under Section 33-43-503(b)(2) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. (10) Statement of Correction (Section 33-43-206): $25.00. (b) The notice authorized by subsection (a) must: (1) be published at least once in a newspaper of general circulation in the county in this State in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which the company's registered agent was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and. (a) A limited liability company that is converted to a corporation is for all purposes the same entity that existed before the conversion. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. (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. 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. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. Section 33-43-901. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under Section 33-43-703; (2) a claimant whose claim was timely sent to the company but not acted on; and. (3) A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company's activities under Section 33-43-702(c) or a person appointed under Section 33-43-702(d) to wind up those activities. Washington. Section 33-43-1016. 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. Section 33-43-708. (j) Unless earlier canceled, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. Sup. If different, the organizer acts on behalf of the initial member. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. The application must state the name and address of the applicant and the name proposed to be reserved. ARTICLE 4 RELATIONS (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. Section 33-43-1109. (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1006(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. (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. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient not inconsistent with law to carry on its activities. (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. In order to help minimize any questions as to what fiduciary duties exist, any change to the statutory duties must be in writing. (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7, Title 30. (20) Application for Amended Certificate of Authority (Section 33-43-805): $110.00. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. (c) A plan of merger must be approved: (1) in the case of a limited liability company that is a party to the merger, by all of the members or, subject to Section 33-43-1017, by a number or percentage of members specified in the operating agreement; (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the foreign limited liability company is organized; (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under Section 33-43-1002; 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. (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. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this State until an application for that authority is filed with the Secretary of State. Web1. This cancellation operates without need for any recording under subsection (f) or (g). A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. (2) for the purposes of applying Section 33-43-102(9) and subject to Section 33-43-112(d), language in the company's articles of organization designating the company's management structure operates as if that language were in the operating agreement. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (3) if the current registered agent or an address of the agent is to be changed, the new information. (D) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. Such recorded certified statement of authority is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection (b) and a certified copy of the cancellation or restrictive amendment has been recorded in the register of deeds or clerk of court; 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. (B) otherwise as a result of the merger, the person ceases to be a member; (12) the company participates in a conversion under Article 10; (13) the company participates in a domestication under Article 10, if, as a result of the domestication, the person ceases to be a member; or. (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. (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. SECTION 2. A person is dissociated as a member from a limited liability company when: (1) the company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; (2) an event stated in the operating agreement as causing the person's dissociation occurs; (3) the person is expelled as a member pursuant to the operating agreement; (4) the person is expelled as a member by the unanimous consent of the other members if: (A) it is unlawful to carry on the company's activities with the person as a member; (B) there has been a transfer of all of the person's transferable interest in the company, other than: (i) a transfer for security purposes; or. (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. The statement: (1) must include the name of the company and the street and mailing addresses of its principal office; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (A) execute an instrument transferring real property held in the name of the company; or, (B) enter into other transactions on behalf of, or otherwise act for or bind, the company; and. (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 33-43-1013. This subsection does not appear in this act. Section 33-43-111. WebThe South Carolina limited liability company (LLC) pursuant to the Uniform Limited Liability Company Act of 1996 is a legal entity separate and distinct from its members and managers. A tortfeasor is no less a tortfeasor when the tortious conduct occurs as part of an enterprise." Section 33-43-1007. Any restriction or condition imposed by the operating agreement or under subsection (g) applies both to the agent or legal representative and the member or dissociated member. Section 33-43-201. (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. (2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the register of deeds or clerk of court. (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. (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. Section 33-44-603 (c) Subject to Section 33-43-205(c), a statement of change is effective when filed by the Secretary of State. ', 'LLC', 'L.C. to file an operating agreement within 30 days of formation. Pertaining to the part of a corridor used by southbound traffic . The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name: (1) the present user, registrant, or owner of the noncomplying name consents in a signed record to the use and submits an undertaking in a form satisfactory to the Secretary of State to change the noncomplying name to a name that complies with subsection (b) and is distinguishable in the records of the Secretary of State from the name applied for; or. (d) A person that is not a member is deemed to have notice of a limited liability company's: (1) dissolution, ninety days after a statement of dissolution under Section 33-43-702(b)(2)(A) becomes effective; (2) termination, ninety days after a statement of termination Section 33-43-702(b)(3) becomes effective; and. (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. (3) Subsection (d) applies to the members and managers. b. : the compass point directly opposite to north. (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. (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge. (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. However, as stated in the last phrase of subsection (g), the charging order remedy is limited to those remedies as set forth within Chapter 44, Title 33 and should not alter or change other statutory remedies such as a court appointed receiver or bankruptcy trustee. The South Carolina LLC Act functions by default as an agreement between the members, guiding the formation, management, and dissolution of South Carolina LLCs. Download This Bill in Microsoft Word format, Indicates Matter Stricken If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in Section 33-43-502(c) and, for the purposes of settling the estate, the rights of a current member under Section 33-43-410. State statute provides for medical or dental LLCs. Section 33-43-904. 'Limited' may be abbreviated as 'Ltd. We are regularly developing new academic programs based on local, regional, and national employment trends for our locations in Knoxville, Nashville, Asheville, Atlanta, Indianapolis, Orlando, (21) 'Transferee' means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and. (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). (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. (3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2). A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. (a) When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and. Section 33-43-1018. (c) A registered agent promptly shall furnish to the limited liability company or authorized foreign limited liability company notice in a record of the date on which a statement of resignation was filed. The LLC's operating agreement controls the LLC's operations. Banks and (15) 'Principal office' means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this State. (b) The terms and conditions of a conversion of a limited liability company to a partnership 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 operating agreement. (b) A certificate of organization must state: (1) the name of the limited liability company, which must comply with Section 33-43-108; (2) the street and mailing address of the company's principal office; (3) the name and street and mailing address in this State of the company's registered agent. (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. 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