2. capitalized : regions or countries lying to the south of a specified or implied point of orientation. The mere filing of a statement of authority with the Secretary of State is not notice to third parties; recording is necessary. (d) Subject to subsection (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 conflicts with a provision of the operating agreement: (1) the operating agreement prevails as to members, dissociated members, transferees, and managers; and. 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.. (d) When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the limited liability company or registered foreign limited liability company. 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. (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. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this State. (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. WebSouth Carolina Code of LawsTitle 33 - Corporations, Partnerships and Associations. (6) 'Partner' includes a general partner and a limited partner. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding. Section 33-43-406. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this State other than this chapter. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. 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. (4) A statement of denial by a person under Section 33-43-303 must be signed by that person. Subsection (a) of this Section 33-43-404 provides that distributions shall be made equally among members and dissociated members. Section 33-43-402. 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, (j) Unless earlier canceled, an effective statement of authority is canceled by operation of law five years after the date on which the statement, or its most recent amendment, becomes effective. (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. However, as stated in the last phrase of subsection (g), the charging order remedy is limited to those remedies as set forth within Chapter 44, Title 33 and should not alter or change other statutory remedies such as a court appointed receiver or bankruptcy trustee. (B) if the company declines to provide any demanded information, the company's reasons for declining. 919-814-5400. South Park Enjoy uncensored, full episodes of South Park, the groundbreaking Peabody and Emmy Award-winning animated series. 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." (d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file a certificate of organization in the office of the Secretary of State which satisfy the requirements of Section 33-43-201 and contain: (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be; (3) a statement of the number of votes cast by the partners 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 under subsection (b); and. 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 partnership that is made after the change in name. (b) In a manager-managed limited liability company, the following rules apply: (1) The informational rights stated in subsection (a) and the duty stated in subsection (a)(3) apply to the managers and not the members. (a) A registered agent may resign as agent for a limited liability company or registered foreign limited liability company by delivering to the Secretary of State for filing a statement of resignation that states: (1) the name of the company or foreign company; (3) that the agent resigns from serving as registered agent for the company or foreign company; and. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. (a) In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. Follow everyones favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (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. 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 33-43-1101. 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". quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South especially : Section 33-44-404. Section 33-43-501. Failure to make the required filing of a limited partnership 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 limited partnership that is made after the change in name. (2) The duty stated under subsection (b)(3) continues until winding up is completed. Ct. 2009). (b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. WebSection 33-44-302 - Limited liability company liable for member's or manager's actionable conduct. (10) 'Member' means a person that has become a member of a limited liability company under Section 33-43-401 and has not dissociated under Section 33-43-602. 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. (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. (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (B) the ninetieth day after the record is filed. The statute recognizes the fundamental concept of freedom of contract. (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain: (1) a statement that the limited liability company was converted to a partnership from a limited liability company; (e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion. (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (f) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. WebSouth Carolina remains under the 1996 Uniform Act and has not adopted the 2006 Uniform Limited Liability Company Act. The drafters recognize that throughout the country there are many claims that members or managers have breached fiduciary duties and there often are questions as to what duties are imposed. 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. Section 33-43-7001(c), or authorize electronic delivery of any of the notices described in Section 33-43-103(b) of that act, 15 U.S.C. Think of this 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. (8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this State and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity. Section 33-43-707. (B) have acted or are acting in a manner that, taking into account among other factors the reasonable expectations of the applicant, is oppressive or unfairly prejudicial either to the applicant or the limited liability company, and was, is, or will be directly harmful to the applicant or the limited liability company. The application must be delivered to the Secretary of State for filing and state: (1) the name of the company and the effective date of its dissolution; (2) that the grounds for dissolution did not exist or have been eliminated; and. State law also decrees that an LLC can only provide one specific type of service. (b) To amend its certificate of organization, a limited liability company must deliver to the Secretary of State for filing an amendment stating: (2) the date of filing of its certificate of organization; 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. (4) the name and street and mailing addresses of the company's initial agent for service of process in this State. (2) the record prevails as to other persons to the extent they reasonably rely on the record. Book flight reservations, rental cars, and hotels on southwest.com. Section 33-43-1010. (4) LLC converted into a general partnership (Section 33-43-1008). (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. (19) Application Certificate of Authority, Foreign LLC (Section 33-43-802): $110.00. As used in this chapter: (1) 'Certificate of organization' means the certificate required by Section 33-43-201. (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. 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). (19) 'Transfer' includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law. Except (1) as otherwise required by the context, (2) inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term 'partnership' or 'general partnership' when used in any other statute or in any regulation, includes and also means 'limited liability company'. 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. (4) 'Distribution', except as otherwise provided in Section 33-43-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest. However, different from former law, all the statutory fiduciary duties may be restricted or eliminated if so provided in the operating agreement. (c) After formation of a limited liability company, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under Article 10; (3) with the consent of all the members; or. (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7. WebCreation and Organizational Documents: Created by filing Articles of Organization in compliance with the North Carolina Limited Liability Company Act. (6) Resignation of Registered Agent (Section 33-43-115): $10.00. (e) An action under this section is barred if not commenced within two years after the distribution. (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. (2) 'General partner' means a partner in a partnership and a general partner in a limited partnership. (a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502 and any charging order in effect under Section 33-43-503. The LLC's operating agreement controls the LLC's operations. Section 33-43-1108. (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 33-43-1110. For further elaboration, see Benjamin Means, A Contractual Approach to Shareholder Oppression Law, 79 Fordham L. Rev.1161 (2010). (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. (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. (b) Except as otherwise provided in subsection (c), two years after the effective of this chapter, this chapter governs all limited liability companies. 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, (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. The committee was asked to review the 2006 Uniform Act and suggest any needed modifications to make it fit with South Carolina practice or needs. (d) Subject to Sections 33-43-112(c) and 33-43-205(c), an amendment to or restatement of a certificate of organization is effective when filed by the Secretary of State. (4) 'Limited partner' means a limited partner in a limited partnership. (e) The dissolution of a limited liability company does not affect the applicability of this section. A South Carolina limited liability company that becomes a foreign limited liability company and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect. As a result, South Carolina Reporter's Comments as prepared by the drafting committee referenced in subsection (A) appear after certain code sections with the intent of aiding the user in understanding the provisions of that section and in some cases how the South Carolina version may differ from the ULC's version. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. (b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. (2) 'Contribution' means any benefit provided by a person to a limited liability company: (A) in order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company; (B) in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or. (a) A limited liability company shall designate and continuously maintain in this State a registered agent. South Carolina Section 33-43-304 is very similar to statutes in many other states, and the Bishop & Kleinberger text noted above is an excellent source when analyzing the complexities of this section. 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