(1) all property owned by the converting limited liability company vests in the partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the 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 partnership; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1008(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion. See, Restatement (Third) or Agency Section 6.01, "When an agent acting with actual or apparent authority makes a contract on behalf of a disclosed principal, (1) the principal and the third party are parties to the contract; and (2) the agent is not a party to the contract unless the agent and third party agree otherwise." This web page was last updated on (2) the member has consented to the provision of the operating agreement. (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. Operating Agreement May Provide a Right to Dissent. (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. (1) 'Corporation' means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. 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. (a) The Secretary of State may dissolve a limited liability company administratively if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter. (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. (a) A limited liability company that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. Management: Limited Liability Companies are managed by their managers. (10) except as otherwise provided in Section 33-43-112(b), restrict the rights under this chapter of a person other than a member or manager. (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. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. 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. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. (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. (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. Section 33-43-1010. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. (b) Upon request and payment of the requisite fee, the Secretary of State shall send to the requester a certified copy of a requested record. See, Olson v. Halvorsen, 986 A.2d 1150 (Del. (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). (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. Section 33-43-403. (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. Section 33-43-901. (16) Statement of Dissolution (Section 33-43-702): $10.00. (3) to refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. (Members and managers are assumed to know who is authorized to act on behalf of the LLC by virtue of the terms of any operating agreement and the certificate of organization.). Section 33-43-202. (iii) by a duly recorded deed of conveyance to the newly-named corporation. (18) 'State' means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. The petition must be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the company's application for reinstatement, and the Secretary of State's notice of rejection. Section 33-43-1101. (2) The duty stated under subsection (b)(3) continues until winding up is completed. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option 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. (1) the name of each entity that is a party to the merger; (2) the name of the surviving entity into which the other entities will merge; (3) the type of organization of the surviving entity; (4) the terms and conditions of the merger; (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and. (8) 'Manager' means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Section 33-43-407(c). Section 33-43-703. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. CHAPTER (a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the company to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained inaccurate information or was defectively signed. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. Updated June 07, 2022 A South Carolina LLC operating agreement is a legal document that establishes how a company will conduct its affairs and run its operations. The application must state: (1) the name of the company and, if the name does not comply with Section 33-43-108, an alternate name adopted pursuant to Section 33-43-805(a); (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and. 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. 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. Section 33-43-115. This unanimous vote requirement may be changed by a specific provision in the operating agreement, subject however to the limitations found in Section 33-43-1017, which generally gives a member a veto right if the domestication (or merger or conversion) would in of itself impose personal liability on the member. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. The Secretary of State shall serve the company with a copy of the filed declaration. (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. (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. (4) the jurisdiction of formation of the domesticated foreign limited liability company. (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. WebThe access to documents provisions of Sections 33-31-1602, 33-31-1603, 33-31-1604, and 33-31-1605 apply to all homeowners associations not subject to the South Carolina Nonprofit Corporation Act for the purposes of allowing homeowners access to inspect and copy a homeowners association's annual budget and homeowners membership lists. (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7. This is no longer true. (5) unreasonably restrict the duties and rights stated in Section 33-43-410; (6) vary the power of a court to decree dissolution in the circumstances specified in Section 33-43-701(a)(4) and (5); (7) vary the requirement to wind up a limited liability company's business as specified in Section 33-43-702(a) and (b)(1); (8) restrict the right of a member to maintain an action under Article 9; (9) restrict the right to approve a merger, conversion, or domestication under Section 33-43-1017 to a member that will have personal liability with respect to a surviving, converted, or domesticated organization; or. (7) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. 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. WebThe corporations name must end with the word Chartered, or Limited, or the abbreviation Ltd., or the words Professional Association, or the abbreviation P.A.. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. (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 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. (26) Articles of Merger (Section 33-43-1011): $110.00. (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. (11) Certificate of Existence (Section 33-43-208): $10.00. (B) a comparable order under federal, state, or foreign law governing insolvency. Section 33-43-405. (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. Those LLCs that wish to have a limited duration need to so provide in their operating agreements. (e) The merger is effective upon the filing of the articles of merger with the Secretary of State, or at such later date as the articles may provide. The LLC may give the notice provided for in subsection (b) by usual mailing or other physical delivery of a written notice, or may provide the notice by email since the term "record" as defined in Section 33-43-102(16) means "information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.". (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. 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, The Drafting (7) other facts of record in the office of the Secretary of State which are specified by the person requesting the certificate. 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. TO AMEND THE CODE OF LAWS OF SOUTH CAROLINA, 1976, BY ADDING CHAPTER 43 TO TITLE 33 SO AS TO ENACT THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 2021", TO PROVIDE FOR THE MANNER IN AND REQUIREMENTS UNDER WHICH LIMITED LIABILITY COMPANIES ARE ORGANIZED, OPERATED, REGULATED, DISSOLVED, TRANSFERRED, AND CONVERTED; AND TO REPEAL CHAPTER 44 OF TITLE 33 RELATING TO THE "UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996". (c) If a South Carolina limited liability company has adopted and approved a plan of domestication under Section 33-43-1013(b) providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing setting forth: (2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement the domestication was approved as required by this chapter; and. (a) A member may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and. A.2D 1150 ( Del domestication does not dissolve a domesticating limited liability company is completed so in... V. 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