(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. (e) Subject to subsection (c), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value: (1) the person has knowledge to the contrary; (2) the statement has been canceled or restrictively amended under subsection (b); or. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. 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. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. 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) After approval of the plan of merger under Section 33-43-1010(c), unless the merger is abandoned under Section 33-43-1010(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. (e) The operating agreement may alter or eliminate the indemnification for a member or manager provided by Section 33-43-408(a). Section 33-43-602. Although not required by this or any other section, the better practice upon formation of the LLC is for the member (in a single member LLC) or all the initial members of a multi-member LLC to enter into a written operating agreement confirming in writing their prior understanding to form the LLC and be its members upon organization. (8) 'Partnership agreement' means an agreement among the partners concerning the partnership or limited partnership. (F) perform other acts necessary or appropriate to the winding up. (b) If a petitioner under subsection (a) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. (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. (iii) by a duly recorded deed of conveyance to the newly-named partnership. (2) according to the governing statute of the domesticated company, if the domesticated organization becomes a foreign limited liability company. Section 33-43-804. Existing LLCs should consider whether to provide in their operating agreements that withdrawing members will be entitled to have their interests redeemed by the LLC. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. Think of this Section 33-43-601. (g) This section provides the exclusive remedy pursuant to this chapter by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest; however, nothing in this section shall limit or preclude other remedies provided to creditors of a member or as to the rights and powers of a trustee in bankruptcy or court appointed receiver as to a member. The liability shield provided by Section 33-43-304 to both members and managers protects them "solely" in their status as members or managers. (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. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (b) A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members. (3) Notice of transfer of Reserved Name (Section 33-43-109(b)): $10.00. Sup. 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. Different from the former law, all LLCs (unless modified by the operating agreement) will have perpetual life. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this article. (a) Except as otherwise provided in subsection (b), a derivative action under Section 33-43-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (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. (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. The application must state: (1) the name of the company and, if the name does not comply with Section 33-43-108, an alternate name adopted pursuant to Section 33-43-805(a); (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and. (a) The name of a limited liability company must contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C. Section 33-43-701. (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. (4) LLC converted into a general partnership (Section 33-43-1008). (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. WebTHE LIMITED LIABILITY COMPANY UNITS (AND THE MEMBERSHIP INTERESTS THEY REPRESENT) ISSUED IN ACCORDANCE WITH, AND REPRESENTED BY THIS OPERATING AGREEMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SOUTH CAROLINA SECURITIES ACT OR SIMILAR LAWS OR ACTS OF OTHER STATES IN 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. The certificate is canceled when the notice becomes effective. This phrase, which is not in the Uniform Act, is intended to clarify that the reference to exclusive remedy refers only to the remedies as set forth in Chapter 44, Title 33 and that any and all remedies provided to creditors of a member or as to the rights and powers of a bankruptcy trustee or court appointed receiver as to a member are preserved and will continue. (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. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. Section 33-43-110. (4) state that the claim will be barred if not received by the deadline. Section 33-43-703. WebSouth / ( sa) / noun the South the southern part of England, generally regarded as lying to the south of an imaginary line between the Wash and the Severn (in the US) the area It should be noted that any statement of authority is only effective for five years. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to proceed under the direction of the plaintiff. (3) 'Limited liability company' means a limited liability company organized under this title, a predecessor law, or comparable law of another jurisdiction. WebMember's liability for contributions. (6) Resignation of Registered Agent (Section 33-43-115): $10.00. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (b) If a derivative action under Section 33-43-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. (11) owing without more, an interest in a limited liability company organized or transacting business in this State. (13) 'Organizer' means a person that acts under Section 33-43-201 to form a limited liability company. (a) A member may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the member's rights under this chapter; and. Section 33-43-708. (d) A person that is not a member is deemed to have notice of a limited liability company's: (1) dissolution, ninety days after a statement of dissolution under Section 33-43-702(b)(2)(A) becomes effective; (2) termination, ninety days after a statement of termination Section 33-43-702(b)(3) becomes effective; and. (7) Certificate of Organization (Section 33-43-201): $110.00. (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. Unless a written operating agreement specifically includes additional fiduciary duties, the fiduciary duties provided in this section are the only ones that affect members or managers; judges should not impose any additional fiduciary duties. (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. (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. 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'. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. (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. If different, the organizer acts on behalf of the initial member. WebSouth Carolina Code of LawsTitle 33 - Corporations, Partnerships and Associations. (b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or, subject to Section 33-43-1017, by the number or percentage of the members required for conversion in the limited liability company agreement. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. Section 33-43-401. (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. The LLC may give the notice provided for in subsection (b) by usual mailing or other physical delivery of a written notice, or may provide the notice by email since the term "record" as defined in Section 33-43-102(16) means "information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.". Section 33-43-401 does not require those persons who will be LLC members to enter into a formal agreement prior to the filing of articles of organization. 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