reglab/housing_qa huggingface dataset:
SC Code § 33-44-411 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-411. Continuation of term company after expiration of specified term.

 (a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-will company.  (b) If the members in a member-managed company or the managers in a manager-managed company continue the business without any winding up of the business of the company, it continues as an at-will company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-501 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-501. Member's distributional interest.

 (a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company.  (b) A distributional interest in a limited liability company is personal property and, subject to Sections 33-44-502 and 33-44-503, may be transferred in whole or in part.  (c) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to Section 33-44-503, may also provide for the transfer of any interest represented by the certificate.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-502 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-502. Transfer of distributional interest.

 A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-503 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-503. Rights of transferee.

 (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.  (b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under Section 33-44-402 and for obligations under Section 33-44-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.  (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.  (d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions, or inspect or copy any of the company's records.  (e) A transferee who does not become a member shall:  (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;  (2) receive, upon dissolution, and winding up of the limited liability company's business:  (i) in accordance with the transfer, the net amount otherwise distributable to the transferor;  (ii) a statement of account only from the date of the latest statement of account agreed to by all the members;  (3) seek under Section 33-44-801(5) a judicial determination that it is equitable to dissolve and wind up the company's business.  (f) A limited liability company need not give effect to a transfer until it has notice of the transfer.  HISTORY: 1996 Act No. 343, Section 2; 1998 Act No. 442, Section 9.
SC Code § 33-44-504 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-504. Rights of creditor.

 (a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances may require to give effect to the charging order.  (b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee.  (c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed:  (1) by the judgment debtor;  (2) with property other than the company's property, by one or more of the other members; or  (3) with the company's property, but only if permitted by the operating agreement.  (d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.  (e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-602 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-602. Member's power to dissociate; wrongful dissociation.

 (a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to Section 33-44-601(1).  (b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:  (1) it is in breach of an express provision of the agreement; or  (2) before the expiration of the specified term of a term company:  (i) the member withdraws by express will;  (ii) the member is expelled by judicial determination under Section 33-44-601(6);  (iii) the member is dissociated by becoming a debtor in bankruptcy; or  (iv) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated its existence.  (c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.  (d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b), damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-603 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-603. Effect of member's dissociation.

 Upon a member's dissociation:  (1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under Article 7;  (2) in a term company, if the company:  (a) dissolves and winds up its business on or before the expiration of its specified term, Article 8 applies to determine the dissociated member's rights to distributions;  (b) does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under Article 7 on the date of the expiration of the term specified at the time of the member's dissociation;  (3) the member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in Section 33-44-803, and the member ceases to be a member and is treated the same as a transferee of a member;  (4) the member's duty of loyalty under Section 33-44-409(b)(3) terminates; and  (5) the member's duty of loyalty under Section 33-44-409(b)(1) and (2) and duty of care under Section 33-44-409(c) continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to Section 33-44-803.  HISTORY: 1996 Act No. 343, Section 2; 1998 Act No. 442, Section 10.
SC Code § 33-44-701 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-701. Company purchase of distributional interest.

 (a) A limited liability company shall purchase a distributional interest of a:  (1) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under Section 33-44-801; or  (2) member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under Section 33-44-801.  (b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than thirty days after the date determined under subsection (a). The purchase offer must be accompanied by:  (1) a statement of the company's assets and liabilities as of the date determined under subsection (a);  (2) the latest available balance sheet and income statement, if any; and  (3) an explanation of how the estimated amount of the payment was calculated.  (c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved pursuant to Section 33-44-801(4)(d).  (d) If an agreement to purchase the distributional interest is not made within one hundred twenty days after the date determined under subsection (a), the dissociated member, within another one hundred twenty days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.  (e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in Section 33-44-702 together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.  (f) Damages for wrongful dissociation under Section 33-44-602(b), and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.  HISTORY: 1996 Act No. 343, Section 2; 1998 Act No. 442, Section 11.
SC Code § 33-44-702 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-702. Court action to determine fair value of distributional interest.

 (a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:  (1) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any other purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest;  (2) specify the terms of the purchase including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on a dissociated member; and  (3) require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.  (b) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers, or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court.  (c) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under Section 33-44-801(b)(5)(iv). If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale had not been ordered.  (d) If the court finds that a party to the proceeding acted arbitrarily, vexatiously, or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with Section 33-44-701(b).  (e) Interest must be paid on the amount awarded from the date determined under Section 33-44-701(a) to the date of payment.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-703 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-703. Dissociated member's power to bind limited liability company.

 For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under Article 9, is bound by an act of the dissociated member which would have bound the company under Section 33-44-301 before dissociation only if at the time of entering into the transaction the other party:  (1) reasonably believed that the dissociated member was then a member;  (2) did not have notice of the member's dissociation; and  (3) is not deemed to have had notice under Section 33-44-704.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-704 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-704. Statement of dissociation.

 (a) A dissociated member or a limited liability company may file in the office of the Secretary of State a statement of dissociation stating the name of the company and that the member is dissociated from the company.  (b) For the purposes of Sections 33-44-301 and 33-44-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-801 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-801. Events causing dissolution and winding up of company's business.

 A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:  (1) an event specified in the operating agreement;  (2) consent of the number or percentage of members specified in the operating agreement;  (3) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but a cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;  (4) on application by a member or a dissociated member, upon entry of a judicial decree that:  (a) the economic purpose of the company is likely to be unreasonably frustrated;  (b) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member;  (c) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;  (d) the company failed to purchase the petitioner's distributional interest after giving effect to provisions of the operating agreement modifying or superseding the provisions of Section 33-44-701; or  (e) the managers or members in control of the company have acted, are acting, or will act in a manner that is unlawful, oppressive, fraudulent, or unfairly prejudicial to the petitioner;  (5) on application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business:  (a) after the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or  (b) at any time, if the company existed at will at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer.  HISTORY: 1996 Act No. 343, Section 2; 1998 Act No. 442, Section 6; 2004 Act No. 221, Section 30.
SC Code § 33-44-802 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-802. Limited liability company continues after dissolution.

 (a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business.  (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:  (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and  (2) the rights of a third party accruing under Section 33-44-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-803 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-803. Right to wind up limited liability company's business.

 (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.  (b) A legal representative of the last surviving member may wind up a limited liability company's business.  (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to Section 33-44-806, settle disputes by mediation or arbitration, and perform other necessary acts.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-804 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-804. Member's or manager's power and liability as agent after dissolution.

 (a) A limited liability company is bound by a member's or manager's act after dissolution that:  (1) is appropriate for winding up the company's business; or  (2) would have bound the company under Section 33-44-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.  (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-805 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-805. Articles of termination.

 (a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:  (1) the name of the company;  (2) the date of the dissolution; and  (3) that the company's business has been wound up and the legal existence of the company has been terminated.  (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.  HISTORY: 1996 Act No. 343, Section 2.