919-814-5400. Existing LLCs are now governed by this act and need to specifically consider (1) that when a member now withdraws from what was an "at will" LLC, the statute no longer entitles the withdrawing member to have her interest redeemed, as was true under prior law, and (2) likewise, a member who withdraws from what formally was a "term" LLC will no longer be entitled to have her interest redeemed at the end of the term (as was true under the former statute). Section 33-43-905. (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. Download This Bill in Microsoft Word format, Indicates Matter Stricken
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. (5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. Title 33 of the 1976 Code is amended by adding: Section 33-43-101. (5) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is unlawful or fraudulent; or. February 24, 2021 at 9:25 AM. (h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under Sections 33-43-403 and 33-43-406(c) known to the transferee when the transferee becomes a member. (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.). (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. (a) A foreign limited liability company whose name does not comply with Section 33-43-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with Section 33-43-108. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. Section 33-43-1002. (3) Notice of transfer of Reserved Name (Section 33-43-109(b)): $10.00. (c) Service of any process, notice, or demand on the Secretary of State as agent for a limited liability company or foreign limited liability company may be made by delivering to the Secretary of State duplicate copies of the process, notice, or demand. (13) Statement of Authority (Section 33-43-302): $10.00. The fiduciary duties listed in Section 33-43-409 are the exclusive fiduciary duties that are imposed on members or managers. Web2012 South Carolina Code of Laws. (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. As defined by the U.S. federal government, it includes Alabama, Arkansas, Delaware, the District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Section 33-43-1012. The drafting committee's work and suggested changes to the 2006 Uniform Act are reflected in particular code sections, and in some cases in the Reporter's Comments as well. (3) Subsection (d) applies to the members and managers. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility. (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. (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. (d) All distributions made under subsections (b) and (c) must be paid in money. In discharging this duty, a member may rely in good faith upon opinions, reports, statements, or other information provided by another person that the member reasonably believes is a competent and reliable source for the information. A transferable interest is personal property. ARTICLE 4 RELATIONS An LLC can be used to operate a business, or an LLC can be used to hold assets (such as real estate, vehicles, boats, or aircraft). (a) A limited liability company is an entity distinct from its members. (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. Section 33-43-110(d) provides that a written operating agreement may "expand, restrict, or eliminate, the member's or, manager's or other person's duties." Section 33-43-1004. 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. (3) may state the authority, or limitations on the authority, of a specific person to: (B) enter into other transactions on behalf of, or otherwise act for or bind, the company. (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. 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. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or. (C) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. (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. (d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. 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 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. (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. (a) A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. Section 33-43-1101. Be it enacted by the General Assembly of the State of South Carolina: SECTION 1. (a) If a member of a merging, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and. In some instances the amount of damages may be nominal since the withdrawal may not seriously injure the LLC or its operations. (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. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a certificate of authority to transact business in this State, and send a copy of the filed certificate, together with a receipt for the fees, to the company or its representative. (3) the changes the restatement makes to the certificate as most recently amended or restated. The Uniform LLC Act and other similar business acts (ULPA) provide for a ninety consecutive-day period. 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. (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) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. (23) Articles of Incorporation of Limited Liability Company that Converts into a Corporation (Section 33-43-1004): $110.00 plus $25.00 for CL-1; total of $135.00. (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. Section 33-43-702. 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. WebChapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996 Section 33-44-203 - Articles of organization. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly named limited partnership 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. Section 33-43-104. "A tort is no less a tort for being committed in the service of a separate legal person. (c) Except as otherwise provided in Sections 33-43-115 and 33-43-206, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State. If different, the organizer acts on behalf of the initial member. Think of this (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. (c) Subject to Section 33-43-205(c), a statement of change is effective when filed by the Secretary of State. Section 33-43-906. 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. A person's dissociation does not entitle the person to a distribution in that a member's disassociation does not in of itself give the former member the right to have his or her interests in the limited liability company redeemed. 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