Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly named limited partnership must file a notice of that name change in the office of the 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. Section 33-43-1014. 'Limited' may be abbreviated as 'Ltd. (a) Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, or maintaining property so acquired; (9) conducting an isolated transaction that is completed within thirty days and is not in the course of similar transactions; (10) transacting business in interstate commerce; and. Section 33-43-1010. (b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under Section 33-43-110(g), the operating agreement could not eliminate or limit the person's liability to the company for the conduct giving rise to the liability. (19) Application Certificate of Authority, Foreign LLC (Section 33-43-802): $110.00. Once youve filed your Articles of Organization, your next task is to complete your South Carolina LLC Operating Agreement. (14) 'Person' means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (c) 'Personal liability' means liability for a debt, obligation, or other liability of an organization that is imposed on a person that co-owns, has an interest in, or is a member of the organization: (1) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or. (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that corporation; or, (ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or. (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members which the person incurred while a member. Section 33-43-1109. (2) The duty stated under subsection (b)(3) continues until winding up is completed. (c) For the purposes applying this chapter to a limited liability company formed before the effective date of this chapter: (1) the company's articles of organization are deemed to be the company's certificate of organization; and. (e) The administrative dissolution of a limited liability company does not terminate the authority of its agent for service of process. Thus, the duty of good faith and fair dealing fills in gaps in the parties' operating agreement and limits their ability to exploit control provisions in unforeseen circumstances. (1) all property owned by the converting limited liability company vests in the limited partnership; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the limited 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 limited partnership; and. WebThe access to documents provisions of Sections 33-31-1602, 33-31-1603, 33-31-1604, and 33-31-1605 apply to all homeowners associations not subject to the South Carolina Nonprofit Corporation Act for the purposes of allowing homeowners access to inspect and copy a homeowners association's annual budget and homeowners membership lists. Over the past few decades, the limited liability company form has become the most popular choice of business entity for business owners and companies. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsections (b) and (c) if: (1) the company does not pay, within sixty days after the due date, any fee, tax, or penalty due under this chapter or law other than this chapter; or, (2) a misrepresentation has been made of a material matter in any application, report, affidavit or other record submitted by the company pursuant to this chapter; or. Washington. This subsection does not appear in this act. (a) A plan of domestication must be consented to: (1) by all the members, subject to Section 33-43-1017, if the domesticating company is a South Carolina limited liability company; and. (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. (2) if a demand has not been made, the reasons a demand under Section 33-43-902(1) would be futile. Section 33-43-113. (3) correct the defective signature or inaccurate information. (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. 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. Subsections (a) and (b) merely require the person (if a single member LLC is planned) or one or more of the persons who will be members of a multi-person LLC, to instruct a person (who may be one of the future members) to file the articles of organization. (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this State. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. (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. Section 33-43-204. 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. (a) A registered agent appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company. (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. (c) The authority of a foreign limited liability company to transact business in this State ceases on the effective date of the notice of revocation unless before that date the company cures each ground for revocation stated in the notice filed under subsection (b). WebCreation and Organizational Documents: Created by filing Articles of Organization in compliance with the North Carolina Limited Liability Company Act. (b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a), this chapter governs the matter. (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 limited 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. (B) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. Harry And David, LLC is an Oregon Domestic Limited-Liability Company filed On September 28, 1945. (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. (20) 'Transferable interest' means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. CHAPTER (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. (1) all property owned by the converting limited liability company vests in the corporation; (2) all debts, liabilities and other obligations of the converting limited liability company continue as obligations of the corporation; (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred; (4) except as prohibited by the law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation; (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1004(c), all the members of the converting limited liability company continue as shareholders of the corporation; and. (B) otherwise as a result of the merger, the person ceases to be a member; (12) the company participates in a conversion under Article 10; (13) the company participates in a domestication under Article 10, if, as a result of the domestication, the person ceases to be a member; or. This act takes effect July 1, 2022. to file an operating agreement within 30 days of formation. Of or pertaining to the south; southern. Subject to Sections 33-43-115 and 33-43-206, a record filed by the Secretary of State is effective: (1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (B) the ninetieth day after the record is filed; or. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing. It should be noted that any statement of authority is only effective for five years. Section 33-43-901. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. (a) A limited liability company may be converted to a corporation pursuant to this section. (5) 'Limited partnership' means a limited partnership created under the Uniform Limited Partnership Act, Chapter 42 of this title, a predecessor law, or comparable law of another jurisdiction. (4) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members. (8) 'Partnership agreement' means an agreement among the partners concerning the partnership or limited partnership. Section 33-43-1017. (d) All distributions made under subsections (b) and (c) must be paid in money. (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. (c) A registered agent for service of process of a limited liability company or foreign limited liability company must be an individual who is a resident of this State or other person with authority to transact business in this State. (7) Certificate of Organization (Section 33-43-201): $110.00. WebWAYNE C. KREUSCHER, 1313 Merchants Bank Building, 11 South Meridian Street, Indianapolis, IN 46204 REED L. MARTINEAU, P.O. Similarly, if there will be multiple members of the new LLC, one or more of the persons who will become members may instruct their lawyer or any person that they wish the LLC to be organized. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. (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. (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger. (a) A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. (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. The statute thus does not preclude individual liability for members (or managers) of a limited liability company if that liability is not based simply on the member's affiliation with the company. (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 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. (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 33-43-102. (21) 'Transferee' means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. State statute provides for medical or dental LLCs. (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). (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. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. (a) When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and. (c) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. WebSouth Carolina remains under the 1996 Uniform Act and has not adopted the 2006 Uniform Limited Liability Company Act. A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability company. (3) the changes the amendment makes to the certificate as most recently amended or restated. quotations Derived terms [ edit] Terms derived from south (adjective) Matabeleland South Perth South South Acton South Godstone South Gosforth South This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. (22) Certificate of Organization of Partnership or Limited Partnership Converting into a Limited Liability Company (Section 33-43-1002): $110.00. This unanimous vote requirement may be changed by a specific provision in the operating agreement, subject however to the limitations found in Section 33-43-1017, which generally gives a member a veto right if the domestication (or merger or conversion) would in of itself impose personal liability on the member. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. (10) Limited partnership converted to a corporation (Section 33-11-109). Section 33-43-706. Harry & David gift baskets gave my family yet another link to each other. Section 33-43-111. (d) If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (B) except as otherwise provided in subsection (c), have access to records or other information concerning the company's activities. 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. Web2012 South Carolina Code of Laws. (23) Articles of Incorporation of Limited Liability Company that Converts into a Corporation (Section 33-43-1004): $110.00 plus $25.00 for CL-1; total of $135.00. (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. (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. 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