reglab/housing_qa huggingface dataset:
SC Code § 33-41-1180 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1180. Application for certificate, articles of amendment, amended certificate.

 (A) The application for a foreign limited liability partnership's certificate of authority to transact business in this State is amended by filing articles of amendment with the Secretary of State signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth:  (1) the name of the foreign limited liability partnership;  (2) the date the original application for registration was filed; and  (3) the amendment to the application for registration.  (B) The application for a certificate to transact business in this State may be amended in any way, provided that the application, as amended, contains only provisions that may be lawfully contained in an application for a certificate to transact business in this State at the time of the amendment.  (C) A foreign limited liability partnership authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State if it changes:  (1) its limited liability partnership name;  (2) the street address of its registered office in this State or the name of its registered agent at that office; or  (3) the state or country of its organization.  An amended certificate of authorization must also be obtained if there is a false or erroneous statement in the original filed application for a certificate of authority.  (D) The Secretary of State shall collect a fee of one hundred dollars when a foreign limited liability partnership delivers to him for filing an amendment to a certificate to transact business in this State.  HISTORY: 1994 Act No. 448, Section 10.
SC Code § 33-41-1190 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1190. Foreign limited liability partnership; cancellation of registration.

 (A) A foreign limited liability partnership authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State a certificate of cancellation. In order to procure such certificate, the foreign limited liability partnership shall deliver to the Secretary of State an application for cancellation, which shall set forth:  (1) the name of the foreign limited liability partnership and the state or other jurisdiction under the laws of which it is formed;  (2) that the foreign limited liability partnership is not transacting business in this State;  (3) that the foreign limited liability partnership surrenders its certificate of authority to transact business in this State;  (4) that the foreign limited liability partnership revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability partnership by service thereof upon the Secretary of State; and  (5) an address to which a person may mail a copy of any process against the foreign limited liability partnership.  (B) The application for cancellation shall be in the form and manner designated by the Secretary of State and shall be executed on behalf of the foreign limited liability partnership by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or if the foreign limited liability partnership is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.  (C) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability partnership with respect to causes of action arising out of the transaction of business in this State.  HISTORY: 1994 Act No. 448, Section 10.
SC Code § 33-41-1200 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1200. Effect of failure of foreign limited liability partnership to register.

 (A) A foreign limited liability partnership transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until the Secretary of State has issued it a certificate of authority to transact business in this State.  (B) The failure of a foreign limited liability partnership to register in this State does not:  (1) impair the validity of any contract or act of the foreign limited liability partnership;  (2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or  (3) prevent the foreign limited liability partnership from defending any action, suit, or proceeding in any court of this State.  (C) A foreign limited liability partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State.  (D) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be liable to the State for the years or parts thereof during which it transacted business in this State without a certificate of authority in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability partnership had it duly registered, and all penalties imposed by this chapter. The Attorney General may bring proceedings to recover all amounts due this State under the provisions of this section.  (E) A foreign limited liability partnership which transacts business in this State without a certificate of authority shall be subject to a civil penalty, payable to the State of ten dollars per day, not to exceed one thousand dollars per year.  (F) The civil penalty set forth in subsection (E) may be recovered in an action brought within a court by the Attorney General. Upon a finding by the court that a foreign limited liability partnership has transacted business in this State in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability partnership and the further exercise of any limited liability partnership's rights and privileges in this State. The foreign limited liability partnership shall be enjoined from transacting business in this State until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability partnership has otherwise complied with the provisions of this article.  (G) A partner of a foreign limited liability partnership is not liable for the debts and obligations of the limited liability partnership solely because the limited liability partnership transacted business in this State without registration.  HISTORY: 1994 Act No. 448, Section 10.
SC Code § 33-41-1210 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1210. Transacting business in state unlawful without certificate of authority; what constitutes transacting business.

 (A) A foreign limited liability partnership may not transact business in this State until it obtains a certificate of authority from the Secretary of State.  (B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A):  (1) maintaining, defending, or settling any proceeding;  (2) holding meetings of the partners or carrying on other activities concerning internal affairs;  (3) maintaining bank accounts;  (4) selling through independent contractors;  (5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;  (6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;  (7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;  (8) owning, without more, real or personal property;  (9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of like nature; and  (10) transacting business in interstate commerce.  (C) A foreign limited liability partnership which renders a professional service is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for the conduct of business or professional practice.  (D) The list of activities in subsection (B) is not exhaustive.  HISTORY: 1994 Act No. 448, Section 10.
SC Code § 33-41-1220 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1220. Powers of General Assembly as to regulations, amendment or repeal of statute.

 The General Assembly of South Carolina has power to provide regulations regarding Chapter 41 of this title and to amend or repeal all or any part of Chapter 41 of Title 33 or its regulations at any time; and all domestic and foreign limited liability partnerships subject to Chapter 41 of this title are governed by the amendment or repeal.  HISTORY: 1994 Act No. 448, Section 10.
SC Code § 33-41-1320 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1320. Effect of merger; service of process; liability for partnership obligations.

 (a) When a merger takes effect:  (1) the separate existence of each partnership or other entity that is a party to the merger, other than the surviving entity, terminates;  (2) all property owned by each of the partnerships and other entities that are party to the merger vests in the surviving entity;  (3) all debts, liabilities, and other obligations of each partnership or 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 partnership 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 partnership or other entity that is a party to the merger vest in the surviving entity.  (b) Unless the surviving entity is a partnership, 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 registered 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 pursuant to this subsection at the earliest of:  (1) the date the entity receives the process, notice, or demand;  (2) the date shown on the return receipt, if signed on behalf of the entity; or  (3) five days after its deposit in the mail, if mailed postpaid and correctly addressed.  (c) A partner of a merging partnership is liable for all obligations as a party to the merger for which the partner was personally liable before the merger.  (d) Unless otherwise agreed, a merger of a partnership that is not the surviving entity in the merger does not require the partnership to wind up its business or pay its liabilities and distribute its assets pursuant to this chapter.  HISTORY: 2004 Act No. 221, Section 2.
SC Code § 33-41-1330 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 41 - Uniform Partnership Act|Section 33-41-1330. Merger pursuant to other law.

 This article does not preclude a partnership from being merged pursuant to other law.  HISTORY: 2004 Act No. 221, Section 2.
SC Code § 33-42-10 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-10. Short title.

 This chapter may be cited as the "Uniform Limited Partnership Act".  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-20 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-20. Definitions.

 As used in this chapter, unless the context otherwise requires:  (1) "Certificate of limited partnership" means the certificate referred to in Section 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State in connection with the formation of a limited partnership under any applicable statute of this State prior to the effective date of this chapter, and any such certificate as amended, or restated.  (2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.  (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Section 33-42-620.  (4) "Foreign limited partnership" means a partnership formed under the laws of any state other than this State and having as partners one or more general partners and one or more limited partners.  (5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.  (6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.  (7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.  (8) "Partner" means a limited or general partner.  (9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.  (10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.  (11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.  (12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-30 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-30. Name.

 The name of each limited partnership as set forth in its certificate of limited partnership:  (1) shall contain the words "limited partnership" or the abbreviation "LP", or "L.P.";  (2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under the name before the admission of that limited partner;  (3) may not be the same as, or deceptively similar to, the name of any corporation or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation or limited partnership in this State; and  (4) which complies with subsection (1) is not in violation of the provision in Section 33-4-101 of the South Carolina Business Corporation Act of 1988 authorizing the use of "limited" or any abbreviation of that word in the name of a corporation.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1; 1988 Act No. 444, Section 3.
SC Code § 33-42-40 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-40. Reservation of name.

 (a) The exclusive right to the use of a name may be reserved by:  (1) any person intending to organize a limited partnership under this chapter and to adopt that name;  (2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name;  (3) any foreign limited partnership intending to register in this State and adopt that name;  (4) any person intending to organize a foreign limited partnership and intending to have it registered in this State and adopt that name.  (b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of transfer, executed by the applicant for whom the name was received and specifying the name and address of the transferee.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-45 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-45. Assumed name.

 (a) This section rather than Sections 39-13-10 through 39-13-40 of the 1976 Code governs the registration of assumed names of limited partnerships formed or transacting business in South Carolina.  (b) A limited partnership that conducts or intends to conduct business in this State under a name other than the name shown in its certificate of limited partnership (or in the case of a foreign limited partnership that has registered in this State, the name shown in its certificate of registration to transact business in this State) shall file with the Secretary of State an assumed name certificate which shall state the name shown on its certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership), the name under which the limited partnership's business is to be conducted, which assumed name shall not be deceptively similar to the name of any domestic or foreign limited partnership authorized to transact business in this State, or to any reserved name pursuant to Section 33-42-40 and the address of the partnership's registered office required to be maintained in this State.  (c) Such filing shall be effective, unless sooner terminated by the filing of a certificate of termination or by the cancellation of the certificate of limited partnership (or in the case of foreign limited partnership by cancellation of the certificate of registration to transact business in this State), for a period expiring on December thirty-first of the fifth full calendar year following the year in which it is filed. It may be extended for additional consecutive periods of five full calendar years each by the filing of a new assumed name certificate not earlier than ninety days preceding the expiration of any such period. The Secretary of State shall notify a limited partnership of the impending expiration of its assumed name, by first-class mail addressed to the partnership's registered office as shown on the partnership's certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership that has registered in this State), no later than three calendar months before the initial or subsequent five-year period will expire.  (d) The Secretary of State shall maintain current lists, alphabetically arranged, of the partnership registrants and assumed names permitted hereunder.  (e) The failure of any limited partnership to file the assumed name certificate required by subsection (b) does not:  (i) impair the validity of any contract or act of the limited partnership;  (ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court of this State; or  (iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required assumed name certificate.  HISTORY: 1986 Act No. 533, Section 1.
SC Code § 33-42-50 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-50. Specified office and agent.

 Each limited partnership shall continuously maintain in this State:  (1) an office in this State, which may but need not be a place of its business in this State, at which shall be kept the records required by Section 33-42-60 to be maintained;  (2) an agent for service of process on the limited partnership, which agent must be an individual resident of this State, a domestic corporation, or a foreign corporation authorized to do business in this State.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.