(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subsection (a) applies to the other members and not the member that the operating agreement relieves of authority and responsibility. The application must state the name and address of the applicant and the name proposed to be reserved. (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) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. Section 33-43-407. If the company cures each ground, the Secretary of State shall file a record so stating. 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 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.". Plans & Pricing Individual/Team Access Education/Government (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. (c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named 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 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. (3) the foreign limited liability company complies with its governing statute in effecting the domestication. 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. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (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. (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. Section 33-43-809. (17) Statement of Termination (Section 33-43-702): $10.00. Section 33-44-404. Section 33-43-301. (21) Notice to Cancel Certificate of Authority (Section 33-43-807): $10.00. (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 33-43-503. 3. often South a. Justin Dixon, then a third year law student, provided invaluable assistance to the committee by preparing comparison reports and notes of the meetings. (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 corporation 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. (d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-43-1006(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion. (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. Corporations and Associations (Profit), Corporations and Associations (Nonprofit), Partnerships. 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. Section 33-43-1110. (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. (b) A statement of correction under subsection (a) may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and. (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. 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. (3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2). (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. 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. Section 33-43-1009. (f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. State law also decrees that an LLC can only provide one specific type of service. (Members and managers are assumed to know who is authorized to act on behalf of the LLC by virtue of the terms of any operating agreement and the certificate of organization.). 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. For further elaboration, see Benjamin Means, A Contractual Approach to Shareholder Oppression Law, 79 Fordham L. Rev.1161 (2010). Section 33-43-1104. (3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective. 2 South Salisbury St. Raleigh, NC 27601-2903. Follow everyones favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. The articles must set forth: (1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger; (2) for each limited liability company that is to merge, the date its certificate of organization was filed with the Secretary of State; (3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge; (4) the name and address of the surviving limited liability company or other surviving entity; (6) if a limited liability company is the surviving entity, such changes in its certificate of organization as are necessary by reason of the merger; (7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles or certificate of organization and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and. (2) the record prevails as to other persons to the extent they reasonably rely on the record. (c) A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and. 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. Section 33-43-409. WebIf the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities. (2) The company shall furnish to each member: (A) without demand, any information concerning the company's activities, financial condition, and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and. This is merely the default provision and the members may change this by an appropriate provision in the operating agreement. 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