(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. Section 33-44-403. 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. (2) the designation of a new registered agent for the limited liability company or registered foreign 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. (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. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. Section 33-43-1109. Section 33-43-407. Subsection (c) provides that unless modified in the operating agreement, all LLCs will have perpetual duration. The term includes the agreement as amended or restated. (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. (3) Within ten days after receiving a demand pursuant to paragraph (2)(B), the company shall in a record inform the member that made the demand: (A) of the information that the company will provide in response to the demand and when and where the company will provide the information; and. (b) In a proceeding brought under subsection (a)(5), the court may order a remedy other than dissolution. 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. (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). (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. Section 33-43-901. WebState Corporation Commission, Corporations. (c) If a record that has been delivered by a limited liability company to the Secretary of State for filing and has become effective under this chapter contains a provision that would be ineffective under Section 33-43-110(c) or (d) if contained in the operating agreement, the provision is likewise ineffective in the record. (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. 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). (h) Subject to subsection (i), an effective statement of dissolution or termination is a cancellation of any recorded statement of authority for the purposes of subsection (f) and is a limitation on authority for the purposes of subsection (g). (27) Articles of Domestication (Section 33-43-1015): $110.00. 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. The direction along a meridian 90 clockwise from east; the direction to the right of sunrise. (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. A Limited Liability Company Operating Agreement is a governing document that lays out the inner workings of your businesss structure. (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. (c) When filed by the Secretary of State, a statement of correction under subsection (a) is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: (1) for the purposes of Section 33-43-103(d); and. (c) A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and. (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. (2) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition, and other circumstances of the company as is just and reasonable if: (A) the member seeks the information for a purpose material to the member's interest as a member; (B) the member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and. Indicates New Matter, General Bill (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: (2) the person to deliver the record to the Secretary of State for filing; or. 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. (3) the company does not have a registered agent in this State for sixty consecutive days. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. 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. New episodes of South Park premiere Wednesday nights at (e) The Secretary of State shall keep a record of each process, notice, and demand served under this section and record the time of, and the action taken regarding, the service. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain: (1) a statement that the limited liability company was converted to a corporation from a limited liability company; (3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and. (c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. (c) On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). (2) the company does not have a registered agent in this State for sixty consecutive days, or. (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 has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. (16) Statement of Dissolution (Section 33-43-702): $10.00. 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. (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. south highway 1 ( ecclesiastical) Designating, or situated in, the liturgical south. (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). About South Park Relive the dawn of the South Park era, with legendary episodes of the groundbreaking, Emmy Award-winning animated classic. (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. (4) if, within ninety consecutive days after the company ceases to have any members: (A) the last person to have been a member, or the legal representative of that person, designates one or more persons to become a member or members; and. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. Document Path: l:\council\bills\cc\15973sd21.docx, Introduced in the House on February 23, 2021 The certificate is canceled when the notice becomes effective. Therefore, if a member withdraws from the LLC, unless otherwise provided in the operating agreement, he or she will not be entitled to have his or her membership interest redeemed by the LLC. (21) Notice to Cancel Certificate of Authority (Section 33-43-807): $10.00. 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. (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. Section 33-43-405. (B) the designated person, or at least one of the designated persons if more than one are designated, consents to become a member. (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. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. (2) the record prevails as to other persons to the extent they reasonably rely on the record. (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. (2) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization. (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution. (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. ', or 'LC'. Section 33-43-707. (b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. (1) all property owned by the converting partnership or limited partnership vests in the limited liability company; (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company; (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and. The predecessor statute, the Act of 1996, also permitted, as does this act, the operating agreement to be oral. (5) except as otherwise provided in the agreement of conversion under Section 33-43-1002(c), all of the partners of the converting partnership continue as members of the limited liability company. (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. (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). 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 33-43-806. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (4) Subsection (f) applies only to the members. If the provisions of the new act are not modified by the operating agreement, a member who withdraws will not receive anything for her interest until the LLC is dissolved. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. 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