(6) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. Section 33-43-504. (16) 'Record' 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. (26) Articles of Merger (Section 33-43-1011): $110.00. 3. often South a. (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation, or other liability, the member or manager complied with the duties stated in Sections 33-43-405 and 33-43-409, as may be modified by Section 33-43-110(d). Such recorded certified statement of authority is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (1) the statement has been canceled or restrictively amended under subsection (b) and a certified copy of the cancellation or restrictive amendment has been recorded in the register of deeds or clerk of court; or. As an additional reminder, almost all provisions of the operating agreement may be orally agreed to; there is no statutory requirement that operating agreement must be in writing (other than modification of Section 33-43-409 fiduciary duties which must be in writing). 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). (d) A written operating agreement may expand, restrict, or eliminate the member's or manager's or other person's duties and rights stated in Section 33-43-409; provided however an operating agreement may not eliminate the contractual obligation of good faith and fair dealing under Section 33-43-409(d). Section 33-43-901. (B) the claimant does not commence the required action within the ninety days. 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." (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 South Carolina statute requires the LLC to furnish to each member and manager a copy of each statement of authority, amendment, or cancellation. (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of Article 7. (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. The primary purpose of Section 33-43-302 is to permit third parties dealing with LLCs to rely on the authority of persons identified in a recorded statement of authority. (b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the designated office. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. Section 33-43-806. 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. Follow everyone's favorite troublemakersStan, Kyle, Cartman and Kenny--from the very beginning of their unforgettable adventures. (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. 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) deliver to the Secretary of State for filing a statement of dissolution stating the name of the company and that the company is dissolved; (B) preserve the company activities and property as a going concern for a reasonable time; (C) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (E) settle disputes by mediation or arbitration; and. (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. (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. (B) to attach to or logically associate with the record an electronic symbol, sound, or process. (a) A foreign limited liability company whose name does not comply with Section 33-43-108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with Section 33-43-108. Therefore, if a member withdraws from the LLC, unless otherwise provided in the operating agreement, he or she will not be entitled to have his or her membership interest redeemed by the LLC. (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. Section 33-43-106. Pertaining to the part of a corridor used by southbound traffic . Harry And David, LLC is an Oregon Domestic Limited-Liability Company filed On September 28, 1945. (c) Except as otherwise provided in Sections 33-43-115 and 33-43-206, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (b) A person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or. Webthe uniform limited liability company act ( ullca ), which includes a 2006 revision called the revised uniform limited liability company act, is a uniform act (similar to a model statute ), proposed by the national conference of commissioners on uniform state laws ("nccusl") for the governance of limited liability companies (often called llcs) by (5) 'Effective', with respect to a record required or permitted to be delivered to the Secretary of State for filing under this chapter, means effective under Section 33-43-205(c). These entities must have a certificate of registration from the state medical board. (e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. (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. (b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the Secretary of State for filing a signed notice of the transfer which states the name and address of the transferee. WebARTICLES OF ORGANIZATION Limited Liability Company Domestic The undersigned delivers the following articles of organization to form a South Carolina limited liability (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. Websouth (south) n. 1. The statement: (1) must include the name of the company and the street and mailing addresses of its principal office; (2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to: (A) execute an instrument transferring real property held in the name of the company; or, (B) enter into other transactions on behalf of, or otherwise act for or bind, the company; and. (5) Any other record must be signed by the person on whose behalf the record is delivered to the Secretary of State. (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 corporation and describing the real property owned by that corporation; or, (ii) filing a certified copy of the articles of incorporation including a description of the real property; or. Section 33-43-801. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action under Section 33-43-902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and. (11) 'Member-managed limited liability company' means a limited liability company that is not a manager-managed limited liability company. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (10) Limited partnership converted to a corporation (Section 33-11-109). to file an operating agreement within 30 days of formation. Section 33-43-1010. (3) subject to Section 33-43-504 and Article 10, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. 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. (4) A statement of denial by a person under Section 33-43-303 must be signed by that person. (a) Before the effective date of this chapter, this chapter governs only: (1) a limited liability company formed on or after the effective date of this chapter; and. (e) At any time before foreclosure under subsection (c), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (c) On ten days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (b)(2). (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). (a) A limited liability company may deliver to the Secretary of State for filing a statement of authority which may not be incorporated as part of the certificate of organization. Section 33-43-304. The South Carolina Reporter's Comments contained in Chapter 43, Title 33, as added by the provisions of Section 2, are not considered part of the 1976 Code sections which immediately precede the Reporter's Comments. (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. (5) Change of Principal Office, or Required Office of a foreign corporation, (Section 33-43-114(b)): $10.00. If the member is liable, it is not because of her status as a member, but rather because she has breached a duty or obligation owed to the injured party. 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. SECTION 2. Section 33-43-105. (e) An action under this section is barred if not commenced within two years after the distribution. If the provisions of this 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 (see Section 33-43-708). (16) Statement of Dissolution (Section 33-43-702): $10.00. (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. (b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this State until an application for that authority is filed with the Secretary of State. Section 33-43-601. Section 33-43-406. Service is effected under this subsection at the earliest of: (1) the date the company receives the process, notice, or demand; (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed. HARRY AND DAVID, LLC was registered on Dec 27 2007 as a foreign limited liability company type with the address 2500 South Pacific Highway, Medford, OR, 97501, USA. 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. (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 33-43-1006. 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. While a limited liability company has roles that are the equivalent to officers and directors of a corporation, the terminology isnt the same, and regulations governing their roles differ. It is this flexibility owners have in managing the company that has made an LLC an attractive option for small businesses. Section 33-43-302. Be it enacted by the General Assembly of the State of South Carolina: SECTION 1. WebSouth College offers more than 70 Certificate, Associate, Bachelors, Masters, Educational Specialist, and Doctoral programs to meet the needs of students. Web(1) relations among the members as members and between the members and the limited liability company; (2) the rights and duties under this act of a person in the capacity of The law of this State governs: (1) the internal affairs of a limited liability company; and. Section 33-43-1101. (c) When a reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company may resume its activities as if the dissolution had not occurred. (4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity. 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. If there is no office in that county, a certified copy may be filed in the clerk of court of the county in which that real property is located. WebUniversal Citation: SC Code 33-44-303 (2013) (a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether (18) 'State' means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. Section 33-43-1003. (b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not comply with Section 33-43-108, it may not thereafter transact business in this State until it complies with subsection (a) and obtains an amended certificate of authority. (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. (c) The court may order the Secretary of State to reinstate a dissolved limited liability company or take other action the court considers appropriate. 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. (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. (4) a statement that the certificate of organization is cancelled as of the date the conversion takes effect. (h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. 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 corporation that is made after the change in name. (b) The terms and conditions of a conversion of a limited liability company to a partnership 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 operating agreement. Section 33-43-109. (7) 'Partnership' means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction. (f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership. Section 33-43-503. (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. (g) Except as otherwise provided in Section 33-43-602(4)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. This article does not preclude an entity from being merged, converted, or domesticated under law other than this chapter. Section 33-43-1007. 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. (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. (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. (4) Subsection (f) applies only to the members. (b) A foreign limited liability company that has a certificate of authority under Section 33-43-802 shall designate and continuously maintain in this State a registered agent. Section 33-43-804. (d) Subject to subsection (c) and Section 33-43-103(d) and except as otherwise provided in subsections (f), (g), and (h), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person. (2) as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. Section 33-43-1015. Webster's Third New International Dictionary defines "solely" to mean "to the exclusion of alternate or competing things." A limited liability company member cannot be held liable for the malfeasance of a limited liability company by virtue of his membership in the limited liability company alone; in other words, he must do more than merely be a member in order to be liable personally for an obligation of the limited liability company. Webthe South, region, southeastern United States, generally though not exclusively considered to be south of the Mason and Dixon Line, the Ohio River, and the 3630 parallel. (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. (i) After a statement of dissolution becomes effective, a limited liability company may deliver to the Secretary of State for filing and, if appropriate, may record a statement of authority that is designated as a post-dissolution statement of authority. 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