Those LLCs that wish to have a limited duration need to so provide in their 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. (3) correct the defective signature or inaccurate information. (2) a demand under paragraph (1) would be futile. (10) Limited partnership converted to a corporation (Section 33-11-109). Management: Limited Liability Companies are managed by their managers. (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. (b) A statement of resignation takes effect on the earlier of: (1) the thirty-first day after the day on which it is filed by the secretary of State; or. (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. (7) 'Limited liability company', except in the phrase 'foreign limited liability company', means an entity formed under this chapter. (d) At any time before foreclosure under subsection (c), the member or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (B) on demand, any other information concerning the company's activities, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (A) The General Assembly finds that by Act 343 of 1996, the General Assembly enacted the South Carolina Uniform Limited Liability Company Act as contained in Chapter 44, Title 33. (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. The Drafting Although all operating agreements may be either oral or in writing, if the operating agreement either expands, restricts, or eliminates any fiduciary duties, such provision must be in writing - it cannot be orally imposed. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. Section 33-43-406. (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. (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. (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. (f) This chapter does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. (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. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to Section 33-43-502. 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. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. (2) is deemed to have notice of the fact under subsection (d). (e) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation. (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. a. : the direction of the south terrestrial pole : the direction to the right of one facing east. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met and: (1) the claim is not received by the specified deadline; or. (2) except as otherwise provided in subsection (c), a limited liability company formed before the effective date of this chapter which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter. (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and. Section 33-43-704. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. 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. If a South Carolina LLC plans to domesticate in a different jurisdiction, Section 33-43-1014(a)(1) provides as a default rule that all members must approve the domestication. 2 Compared to the South Carolina Corporate Code (the Corporate Code), (11) Certificate of Existence (Section 33-43-208): $10.00. (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. Section 33-43-703. (3) Subsection (d) applies to the members and managers. Section 33-43-112(b) confirms that the rights of a transferee and dissociated member are controlled by the operating agreement. Section 33-43-1012. (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (B) the claimant does not commence the required action within the ninety days. The law of this State governs: (1) the internal affairs of a limited liability company; and. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. See, Olson v. Halvorsen, 986 A.2d 1150 (Del. (5) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. Sup. Section 33-43-804. (b) Unless authorized by subsection (c), the name of a limited liability company must be distinguishable in the records of the Secretary of State from: (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; (2) each name reserved under Section 33-43-109. (f) Subject to subsection (c), an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company may be recorded by certified copy in the office of register of deeds of the county in South Carolina in which the real property is located. (a) Except as otherwise provided in subsection (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of Section 33-43-405 and in consenting to the distribution fails to comply with Section 33-43-409, as may be modified by Section 33-43-110(d), the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of Section 33-43-405. A person appointed under this subsection: (1) 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); and. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under Section 33-43-1015, a domesticating limited liability company may amend the plan or abandon the domestication: (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. 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, (i) affidavit containing the old name of the limited liability company and new name of the partnership and describing the real property owned by that limited liability company; or, (ii) filing a certified copy of the articles of conversion including a description of the real property; or. Pertaining to the part of a corridor used by southbound traffic . 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