reglab/housing_qa huggingface dataset:
SC Code § 33-44-907 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-907. Article not exclusive.

 This article does not preclude an entity from being converted or merged under other law.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-908 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-908. Conversion to corporation; approval and contents of agreement of conversion; filing of articles of incorporation.

 (a) A limited liability company may be converted to a corporation pursuant to this section.  (b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or by the number or percentage of the members required for conversion in the limited liability company agreement.  (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 interests of the members, or both.  (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain:  (1) a statement that the limited liability company was converted to a corporation from a limited liability company;  (2) its former name;  (3) a statement of the number of votes cast by the members 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 pursuant to subsection (b); and  (4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.  (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.  (f) A member who becomes a shareholder of a corporation as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-909 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-909. When conversion takes effect; filing of notice of name change as to real property.

 (a) A limited liability company that is converted to a corporation 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 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 other 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 33-44-908, all the members of the converting limited liability company continue as shareholders of the corporation; and  (6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.  (c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation 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. 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.  (2) The filing must be by:  (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  (iii) by a duly recorded deed of conveyance to the newly-named corporation.  (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.  (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 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.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-910 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-910. Conversion to limited partnership; terms and approval of agreement of conversion; filing of certificate of limited partnership.

 (a) A limited liability company may be converted to a limited partnership pursuant to this section.  (b) The terms and conditions of a conversion of a limited liability company to a limited partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement.  (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 interests of the members, or both.  (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains:  (1) a statement that the limited liability company is converted to a limited partnership from a limited liability company;  (2) its former name;  (3) a statement of the number of votes cast by the members 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 pursuant to subsection (b); and  (4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.  (e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the articles of organization of the limited liability company as of the date the conversion takes effect.  (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.  (g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-911 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-911. When conversion takes effect; notice of name change as to real property.

 (a) A limited liability company that is converted to a limited partnership 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 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;  (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion has not occurred;  (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and  (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-910(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.  (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. 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.  (2) The filing must be by:  (i) affidavit containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that partnership or limited partnership; or  (ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or  (iii) a duly recorded deed of conveyance to the newly-named limited partnership.  (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.  (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 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 partnership or limited partnership that is made after the change in name.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-912 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-912. Conversion to partnership; contents and approval of agreement of conversion; filing articles of conversion.

 (a) A limited liability company may be converted to a partnership pursuant to this section.  (b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement.  (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 partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both.  (d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain:  (1) a statement that the limited liability company is converted to a partnership from a limited liability company;  (2) its former name;  (3) a statement of the number of votes cast by the members 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 pursuant to subsection (b); and  (4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.  (e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion.  (f) A member who becomes a partner of a partnership as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-913 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-913. When conversion takes effect; notice of name change as to real property.

 (a) A limited liability company that has been converted to a partnership 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 limited liability company vests in the partnership;  (2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the partnership;  (3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion has not occurred;  (4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the partnership;  (5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-912(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion; and  (6) a member's liability for all obligations of the partnership incurred after the conversion takes effect is that of a general partner of the partnership.  (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. 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.  (2) The filing must be by:  (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 partnership; or  (ii) filing a certified copy of the articles of conversion including a description of the real property; or  (iii) a duly recorded deed of conveyance to the newly-named partnership.  (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.  (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 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 partnership that is made after the change in name.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-914 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-914. Conversion under other law.

 A limited liability company is not precluded from being converted pursuant to other law.  HISTORY: 2004 Act No. 221, Section 5.
SC Code § 33-44-1001 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-1001. Law governing foreign limited liability companies.

 (a) Except as provided in Section 12-2-25 for single-member limited liability companies, the laws of the State or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees.  (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of this State.  (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.  HISTORY: 1996 Act No. 343, Section 2; 1997 Act No. 91, Section 3.
SC Code § 33-44-1002 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-1002. Application for certificate of authority.

 (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:  (1) the name of the foreign company or, if its name is unavailable for use in this State, a name that satisfies the requirements of Section 33-44-1005;  (2) the name of the State or country under whose law it is organized;  (3) the street address of its principal office;  (4) the address of its initial designated office in this State;  (5) the name and street address of its initial agent for service of process in this State;  (6) whether the duration of the company is for a specified term and, if so, the period specified;  (7) whether the company is manager-managed, and, if so, the name and address of each initial manager; and  (8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c).  (b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in the State or country under whose law it is organized.  (c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Applying for a certificate of authority is not an admission of tax liability.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-1003 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-1003. Activities not constituting transacting business.

 (a) activities of a foreign limited liability company that are not considered transacting business in this State within the meaning of this article include:  (1) maintaining, defending, or settling an action or proceeding;  (2) holding meetings of its members or managers or carrying on other activity concerning its internal affairs;  (3) maintaining bank accounts;  (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;  (5) selling through independent contractors;  (6) soliciting or obtaining orders, by mail 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, and maintaining property so acquired;  (9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner;  (10) transacting business in interstate commerce; and  (11) owning, without more, an interest in a limited liability company organized or transacting business in this State.  (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.  (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 any other law of this State.  HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 35.
SC Code § 33-44-1004 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-1004. Issuance of certificate of authority.

 Unless the Secretary of State determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application and send a receipt for it and the fees to the limited liability company or its representative.  HISTORY: 1996 Act No. 343, Section 2.