reglab/housing_qa huggingface dataset:
SC Code § 33-44-806 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-806. Distribution of assets in winding up limited liability company's business.

 (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b).  (b) After application of subsection (a), and if the company is required to maintain capital accounts for its members as contemplated by the Internal Revenue Code, as defined in Chapter 6 of Title 12 and applicable treasury regulations, all remaining cash and other assets must be distributed to the members in accordance with their positive capital account balances, determined after taking into account all capital account adjustments for the taxable year of the company during which the distribution occurs, including adjustments for distributions made pursuant to this section.  HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 31.
SC Code § 33-44-807 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-807. Known claims against dissolved limited liability company.

 (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.  (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:  (1) specify the information required to be included in a claim;  (2) provide a mailing address where 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 written notice is received by the claimant; and  (4) state that the claim will be barred if not received by the deadline.  (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) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.  (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-808 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-808. Other claims against dissolved limited liability company.

 (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.  (b) The notice must:  (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;  (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and  (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.  (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:  (1) a claimant who did not receive written notice under Section 33-44-807;  (2) a claimant whose claim was timely sent to the dissolved company but not acted on; and  (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  (d) A claim not barred under this section may be enforced:  (1) against the dissolved limited liability company, to the extent of its undistributed assets; or  (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-809 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-809. Grounds for administrative dissolution.

 The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.  HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 32.
SC Code § 33-44-810 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-810. Procedure for and effect of administrative dissolution.

 (a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record.  (b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice, the Secretary of State shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the company with a copy of the certificate.  (c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section 33-44-802 and to notify claimants under Sections 33-44-807 and 33-44-808.  (d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-811 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-811. Reinstatement following administrative dissolution.

 (a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:  (1) recite the name of the company and the effective date of its administrative dissolution;  (2) state that the ground for dissolution either did not exist or has been eliminated;  (3) state that the company's name satisfies the requirements of Section 33-44-105; and  (4) contain a certificate from the Department of Revenue reciting that all taxes owed by the company have been paid.  (b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.  (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the company may resume its business as if the administrative dissolution had never occurred.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-812 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-812. Appeal from denial of reinstatement.

 (a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial.  (b) The company may appeal the denial of reinstatement to the circuit court within 30 days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the company's application for reinstatement, and the Secretary of State's notice of denial.  (c) The court may summarily order the Secretary of State to reinstate the dissolved company or may take other action the court considers appropriate.  (d) The court's final decision may be appealed as in other civil proceedings.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-901 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-901. Definitions.

 In this article:  (1) "Corporation" means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction.  (2) "General partner" means a partner in a partnership and a general partner in a limited partnership.  (3) "Limited partner" means a limited partner in a limited partnership.  (4) "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.  (5) "Partner" includes a general partner and a limited partner.  (6) "Partnership" means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction.  (7) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.  (8) "Shareholder" means a shareholder in a corporation.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-902 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-902. Conversion of partnership or limited partnership to limited liability company.

 (a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.  (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.  (c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.  (d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file articles of organization in the office of the Secretary of State which satisfy the requirements of Section 33-44-203 and contain:  (1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be;  (2) its former name;  (3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b); and  (4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect.  (e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect.  (f) A conversion takes effect when the articles of organization are filed in the office of the Secretary of State or at any later date specified in the articles of organization.  (g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before 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. 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.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-903 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-903. Effect of conversion on entity; filing name change on title to real property.

 (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.  (b) When a conversion takes effect:  (1) all property owned by the converting partnership or limited partnership vests in the limited liability company;  (2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;  (3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;  (4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and  (5) except as otherwise provided in the agreement of conversion under Section 33-44-902(c), all of the partners of the converting partnership continue as members of the limited liability company.  (c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company by amendment of its articles or by merger, share exchange, or reorganization, the newly-named surviving, acquiring, or reorganizing limited liability company shall file a notice of that name change in the office of the register of deeds of that county. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.  (2) The filing must be by:  (i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the limited liability company and describing the real property owned by that limited liability company; or  (ii) filing a certified copy of the amended articles, articles of merger, or articles of share exchange, including a description of the real property; or  (iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing limited liability company.  (3) The affidavit or filed articles must be duly indexed in the index of deeds.  (4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability name change does not affect the legality, force, effect, or enforceability as between the parties of a conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name.  HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 33.
SC Code § 33-44-904 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-904. Merger of entities.

 (a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities.  (b) A plan of merger must set forth:  (1) the name of each entity that is a party to the merger;  (2) the name of the surviving entity into which the other entities will merge;  (3) the type of organization of the surviving entity;  (4) the terms and conditions of the merger;  (5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and  (6) the street address of the surviving entity's principal place of business.  (c) A plan of merger must be approved:  (1) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;  (2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the foreign limited liability company is organized;  (3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under Section 33-44-902(b); and  (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.  (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.  (e) The merger is effective upon the filing of the articles of merger with the Secretary of State or at such later date as the articles may provide.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-905 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-905. Articles of merger.

 (a) After approval of the plan of merger pursuant to Section 33-44-904(c), unless the merger is abandoned pursuant to Section 33-44-904(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. The articles must include:  (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 articles of organization were filed with the Secretary of State;  (3) that a plan of merger is 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;  (5) the effective date of the merger;  (6) if a limited liability company is the surviving entity, changes in its articles of organization necessary by reason of the merger;  (7) if a party to a merger is a foreign entity, the jurisdiction and date of filing of its articles of incorporation, articles of organization, certificate of limited partnership, or other organizational document, if any, 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  (8) if the surviving entity is a foreign entity, 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.  (b) If a foreign entity is the surviving entity of a merger, it shall not do business in this State until an application for that authority is filed with the Secretary of State.  (c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge.  (d) Articles of merger operate as an amendment to the limited liability company's articles of organization.  HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 34.
SC Code § 33-44-906 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-906. Effect of merger.

 (a) When a merger takes effect:  (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates;  (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity;  (3) all debts, liabilities, and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity;  (4) an action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and  (5) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of every limited liability company and other entity that is a party to a merger vest in the surviving entity.  (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. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:  (1) the date the company receives the process, notice, or demand;  (2) the date shown on the return receipt, if signed on behalf of the company; or  (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed.  (c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.  (d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter.  (e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.  HISTORY: 1996 Act No. 343, Section 2.