(e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (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. (13) Statement of Authority (Section 33-43-302): $10.00. (b) Any record filed under this chapter may be signed by an agent. One requirement is placing either the term Registered Limited Liability Partnership or the term L.L.P. at the end of the business name. In 2006, the Uniform Law Commission, on which South Carolina has four participating commissioners, developed and submitted to the various states for enactment the 2006 Revised Uniform Limited Liability Company Act. (3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds. to file an operating agreement within 30 days of formation. Management: Limited Liability Companies are managed by their managers. (c) A person that receives a distribution knowing that the distribution to that person was made in violation of Section 33-43-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 33-43-405. (2) in a manager-managed limited liability company: (A) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and. (d) A limited liability company is formed when the company's certificate of organization becomes effective. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. SECTION 4. (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. ', or 'LC'. 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. (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (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. (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. 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. On the other hand, in most circumstances, a member of an LLC will not be liable on a contract made by the member on behalf of the LLC. (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. (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. 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". Section 33-43-1015. (3) Subsection (d) applies to the members and managers. SECTION 2. 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. 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. Above all, don't be complacent, let the lawyers at Spiegel & Utrera, P.A., with a combined 175 years of legal experience, assist you in reaching your goals. (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). (2) for all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed. Section 33-43-1101. 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. (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. (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. (9) 'Manager-managed limited liability company' means a limited liability company that qualifies under Section 33-43-407(a). (d) Service is effected under subsection (c) at the earliest of: (1) the date the limited liability company or foreign limited liability company receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the company; or. 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. (f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. 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. (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 Section 33-43-108. (g) Except as otherwise provided in Section 33-43-602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. (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. (2) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. 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) 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. (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. (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. Section 33-43-806. (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court establishing the applicant's right to use in this State the name applied for. (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. Section 33-44-404. (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. (c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. In 1996, a more flexible, second generation act, The South Carolina Uniform Limited Liability Company (b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff. (3) the company does not have a registered agent in this State for sixty consecutive days. (b) A foreign limited liability company shall deliver with a completed application under subsection (a) a certificate of existence or a record of similar import signed by the Secretary of State or other official having custody of the company's publicly filed records in the state or other jurisdiction under whose law the company is formed. 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. Section 33-44-603 (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. Section 33-43-403. The General Assembly expresses its thanks to each of these fine individuals and attorneys for their diligence and professionalism in developing and preparing these suggested revisions and comments, and has chosen to enact these provisions as a new Chapter 43 of Title 33. (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). However, members and managers should be aware that decisions in other states have applied the Statute of Frauds to invalidate provisions of oral operating agreements. (a) Unless otherwise specifically provided by law for a different filing fee, the Secretary of State shall collect the following fees when the following documents described in this subsection are delivered to him for filing: (1) Application to use noncomplying name by foreign limited liability company (Section 33-43-108): $25.00. Llcs are easier and cheaper to form than corporations However, they equal. Of Authority ( Section 33-43-302 ): $ 10.00 this is one of many different types of legal entities are. 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