(3) may deliver to the Secretary of State for filing a statement of termination stating the name of the company and that the company is terminated. (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. If the person does so, the person has the powers of a sole manager under Section 33-43-407(c) and is deemed to be a manager for the purposes of Section 33-43-304(a)(2). (C) from the appropriation of a limited liability company opportunity; (2) to refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and. 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) A limited liability company has perpetual duration. 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. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Title 33 of the 1976 Code is amended by adding: Section 33-43-101. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. LLC members and managers who disclose that they are contracting on an LLC's behalf are not liable for a breach because they are not parties to the contractBonly the LLC itself is. An area or region lying in the south. (e) A registered agent may resign with respect to a limited liability company or authorized foreign limited liability company whether or not the company or foreign company is in good standing. Subject to Sections 33-43-115 and 33-43-206, a record filed by the Secretary of State is effective: (1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (B) the ninetieth day after the record is filed; or. Section 33-43-113. South Carolina law requires an LLC to obtain all necessary licenses and permits before starting operations. 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. (8) Amended Certificate of Organization (Section 33-43-201): $110.00. (13) 'Organizer' means a person that acts under Section 33-43-201 to form a limited liability company. (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in Sections 33-43-405 and 33-43-409, as may be modified by Section 33-43-110(d). Section 33-43-706. Section 33-43-303. b. (11) Certificate of Existence (Section 33-43-208): $10.00. Section 33-43-1013. Need to save time? (k) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for the purposes of subsection (f)(1). Management: Limited Liability Companies are managed by their managers. (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. The person forming a single-member LLC can state to her lawyer or the anticipated organizer that she would like the LLC formed. Section 33-44-603 (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and. South Carolina may have more current or accurate information. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. (17) 'Sign' means, with the present intent to authenticate or adopt a record: (A) to execute or adopt a tangible symbol; or. Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. New episodes of South Park premiere Wednesday nights at (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. Section 33-43-202. The term includes the certificate as amended or restated. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. (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. (3) 'Debtor in bankruptcy' means a person that is the subject of: (A) an order for relief under Title 11 of the United States Code or a successor statute of general application; or. Section 33-43-1007. (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. An oral agreement or nonwritten informal understanding among those who will be the initial members is all that is required by subsection (b). 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. (2) Each member has equal rights in the management and conduct of the company's activities. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. Plans & Pricing Individual/Team Access Education/Government Section 33-43-114. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. (a) A foreign limited liability company may become a South Carolina limited liability company pursuant to this section, Sections 33-43-1014 through 33-43-1017, and a plan of domestication, if: (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and. (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. (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. The resignation does not affect any contractual rights the company or foreign company has against the agent or that the agent has against the company or foreign company. (19) Application Certificate of Authority, Foreign LLC (Section 33-43-802): $110.00. (a) A limited liability company that is converted to a partnership is for all purposes the same entity that existed before the conversion. (2) the grounds for revocation under subsection (a). (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 enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability. a. : the direction of the south terrestrial pole : the direction to the right of one facing east. (d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. WebSee South Carolina Code 39-8-20 Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury. WebWAYNE C. KREUSCHER, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, IN 46204 REED L. MARTINEAU, P.O. (f) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. Section 33-43-201. (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. Section 33-43-1008. (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. In a derivative action under Section 33-43-902, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the managers or other members; or. (B) The General Assembly further provides that the South Carolina version of the Uniform Limited Liability Company Act of 2021 differs in some respects from the 2006 Revised Uniform Limited Liability Company Act adopted by the Uniform Law Commission and recommended to the states for adoption. (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. (B) if the company declines to provide any demanded information, the company's reasons for declining. That person and the organizer may be, but need not be, different persons. (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (3) the passage of three hundred sixty-five consecutive days during which the company has no members; (4) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that: (A) the conduct of all or substantially all of the company's activities is unlawful; or, (B) it is not reasonably practicable to carry on the company's activities in conformity with the certificate of organization and the operating agreement; or. (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 partnership 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. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. (iii) by a duly recorded deed of conveyance to the newly-named limited partnership. Section 33-44-403. The southern part of the earth. (2) shall promptly deliver to the Secretary of State for filing an amendment to the company's certificate of organization to: (A) state that the company has no members; (B) state that the person has been appointed pursuant to this subsection to wind up the company; and. Section 33-43-106. (4) the address of the company or foreign company to which the agent will send the notice required by subsection (c). This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. 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. 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." HARRY AND DAVID, LLC was registered on Dec 27 2007 as a foreign limited liability company type with the address 2500 South Pacific Highway, Medford, OR, 97501, USA. The agreement also includes financial information related to the company such as ownership interest, initial loans, capital contributions, and any other records. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (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). (e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. 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). (c) A limited liability company may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b). West Virginia. (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. Section 33-43-1016. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or, (ii) filing a certified copy of the articles of incorporation including a description of the real property; or. Section 33-43-7003(b). One requirement is placing either the term Registered Limited Liability Partnership or the term L.L.P. at the end of the business name. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. (b) Any record filed under this chapter may be signed by an agent. Step 2: Choose a Registered Agent 3. (l) The limited liability company shall deliver to each member and manager a record of each statement of authority, amendment, or cancellation filed with the Secretary of State. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. includes provisions that could be adapted to provide dissenters' rights for limited liability company members. (d) An action requiring the consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (4) Change of Registered Agent, Change of Address of Agent (Section 33-43-114): $10.00. (f) A member who becomes a partner of a partnership as a result of a conversion remains liable as a member for the existing debts and obligation of the former limited liability company, only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof. If the filing fees have been paid, unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, the Secretary of State shall file the record and: (1) for a statement of denial under Section 33-43-303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and. (3) subject to Section 33-43-504 and Article 10, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect. (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). 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). (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. Section 33-43-801. Sup. [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. 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. (e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. (a) A limited liability company or foreign limited liability company may change its registered agent, or the address of its registered agent by delivering to the Secretary of State for filing a statement of change containing: (2) the name and street and mailing addresses of its current registered agent; and. (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. 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. Existing LLCs, formed under the former law, should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (A) the company is or will be 'manager-managed'; (B) the company is or will be 'managed by managers'; or, (C) management of the company is or will be 'vested in managers'; or. (3) Subsection (d) applies to the members and managers. 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. (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. Currently residing in the House Committee on Judiciary, Summary: Uniform Limited Liability Company Act, View the latest legislative information at the website. (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. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. While a limited liability company has roles that are the equivalent to officers and directors of a corporation, the terminology isnt the same, and regulations governing their roles differ. It is this flexibility owners have in managing the company that has made an LLC an attractive option for small businesses. (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. Harry And David, LLC is an Oregon Domestic Limited-Liability Company filed On September 28, 1945. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. 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. (c) A certificate of organization may contain statements as to matters other than those required in subsection (b), but may not vary or otherwise affect the provisions specified in Sections 33-43-110(c) and (d) in a manner inconsistent with those sections, nor may it contain a certificate of authority provided for in Section 33-43-302. 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. The members of the committee were: Scott Barnes, Rob Bethea, Tom Brumgardt, Jim Burkhard, Joe Clark, Frank Cureton, Jones DuBose, Melissa Dunlap, Todd Ellis, Jay Henning, Maurice Holloway, Ben Means, David Merline, Jr., George Morrison, Graham Newman, and Shannon Wiley. 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. (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. 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. 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