reglab/housing_qa huggingface dataset:
SC Code § 33-44-103 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-103. Effect of operating agreement; nonwaivable provisions.

 (a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.  (b) The operating agreement may not:  (1) unreasonably restrict a right to information or access to records under Section 33-44-408;  (2) eliminate the duty of loyalty under Section 33-44-409(b) or 33-44-603(b)(3), but the agreement may:  (i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and  (ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;  (3) unreasonably reduce the duty of care under Section 33-44-409(c) or 33-44-603(b)(3);  (4) eliminate the obligation of good faith and fair dealing under Section 33-44-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;  (5) vary the right to expel a member in an event specified in Section 33-44-601(6);  (6) vary the requirement to wind up the limited liability company's business in a case specified in Section 33-44-801(3) or (4); or  (7) restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.  HISTORY: 1996 Act No. 343, Section 2; 1998 Act No. 442, Section 7.
SC Code § 33-44-104 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-104. Supplemental principles of law.

 (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.  (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 34-31-20.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-105 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-105. Name.

 (a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.".  (b) Except as authorized by subsections (c) and (d), the name of a limited liability company must be distinguishable upon the records of the Secretary of State from:  (1) the name of any corporation, limited partnership, or company incorporated, organized or authorized to transact business, in this State;  (2) a name reserved or registered under Section 33-44-106 or 33-44-107;  (3) a fictitious name approved under Section 33-44-1005 for a foreign company authorized to transact business in this State because its real name is unavailable.  (c) A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Secretary of State from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if:  (1) the present user, registrant, or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Secretary of State to change the name to a name that is distinguishable upon the records of the Secretary of State from the name applied for; or  (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.  (d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this State if the other company is organized or authorized to transact business in this State and the company proposing to use the name has:  (1) merged with the other company;  (2) been formed by reorganization with the other company; or  (3) acquired substantially all of the assets, including the name, of the other company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-106 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-106. Reserved name.

 (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.  (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 a signed notice of the transfer which states the name and address of the transferee.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-107 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-107. Registered name.

 (a) A foreign limited liability company may register its name subject to the requirements of Section 33-44-1005, if the name is distinguishable upon the records of the Secretary of State from names that are not available under Section 33-44-105(b).  (b) A foreign limited liability company registers its name, or its name with any addition required by Section 33-44-1005, by delivering to the Secretary of State for filing an application:  (1) setting forth its name, or its name with any addition required by Section 33-44-1005, the State or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and  (2) accompanied by a certificate of existence, or a record of similar import, from the State or country of organization.  (c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the Secretary of State a renewal application complying with subsection (b) between October first and December thirty-first of the preceding year. The renewal application renews the registration for the following calendar year.  (d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this State. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-108 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-108. Designated office and agent for service of process.

 (a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain in this State:  (1) an office, which need not be a place of business in this State; and  (2) an agent and street address of the agent for service of process on the company.  (b) An agent must be an individual resident of this State, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in this State.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-109 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-109. Change of designated office or agent for service of process.

 A limited liability company may change its designated office or agent for service of process by delivering to the Secretary of State for filing a statement of change which sets forth:  (1) the name of the company;  (2) the street address of its current designated office;  (3) if the current designated office is to be changed, the street address of the new designated office;  (4) the name and address of its current agent for service of process; and  (5) if the current agent for service of process or street address of that agent is to be changed, the new address or the name and street address of the new agent for service of process.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-110 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-110. Resignation of agent for service of process.

 (a) An agent for service of process of a limited liability company may resign by delivering to the Secretary of State for filing a record of the statement of resignation.  (b) After filing a statement of resignation, the Secretary of State shall mail a copy to the designated office and another copy to the limited liability company at its principal office.  (c) An agency is terminated on the thirty-first day after the statement is filed in the office of the Secretary of State.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-111 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-111. Service of process.

 (a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company.  (b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent's address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served.  (c) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State, or a clerk in the limited liability company department of the Secretary of State's office duplicate copies of the process, notice, or demand. If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its designated office. 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.  (d) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.  (e) This section does not affect the right to serve process, notice, or demand in any manner otherwise provided by law.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-112 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-112. Nature of business and powers.

 (a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business.  (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individual to do all things necessary or convenient to carry on its business or affairs, including power to:  (1) sue and be sued, and defend in its name;  (2) purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;  (3) sell, convey, mortgage, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;  (4) purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;  (5) make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises, or income;  (6) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;  (7) be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;  (8) conduct its business, locate offices, and exercise the powers granted by this chapter within or without this State;  (9) select managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;  (10) pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;  (11) make donations for the public welfare or for charitable, scientific, or educational purposes; and  (12) make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-201 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-201. Limited liability company as legal entity.

 Except as provided in Section 12-2-25 for single-member limited liability companies, a limited liability company is a legal entity distinct from its members.  HISTORY: 1996 Act No. 343, Section 2; 1997 Act No. 91, Section 2.
SC Code § 33-44-202 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-202. Organization.

 (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing.  (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.  (c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of a limited liability company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-203 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-203. Articles of organization.

 (a) Articles of organization of a limited liability company must set forth:  (1) the name of the company;  (2) the address of the initial designated office;  (3) the name and street address of the initial agent for service of process;  (4) the name and address of each organizer;  (5) whether the company is to be a term company and, if so, the term specified;  (6) whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and  (7) whether one or more of the members of the company are to be liable for its debts and obligations under Section 33-44-303(c).  (b) Articles of organization of a limited liability company may set forth:  (1) provisions permitted to be set forth in an operating agreement; or  (2) other matters not inconsistent with law.  (c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of Section 33-44-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:  (1) the operating agreement controls as to managers, members, and members' transferees; and  (2) the articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-204 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-204. Amendment or restatement of articles of organization.

 (a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment must set forth the:  (1) name of the limited liability company;  (2) date of filing of the articles of organization; and  (3) amendment to the articles.  (b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-205 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-205. Signing of records.

 (a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Secretary of State must be signed in the name of the company by a:  (1) manager of a manager-managed company;  (2) member of a member-managed company;  (3) person organizing the company, if the company has not been formed; or  (4) fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.  (b) A record signed under subsection (a) must state adjacent to the signature the name and capacity of the signer.  (c) Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-206 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-206. Filing in Office of Secretary of State.

 (a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Secretary of State and must be delivered to the office of the Secretary of State. Unless the Secretary of State determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and send a receipt for the record and the fees to the limited liability company or its representative.  (b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.  (c) Except as otherwise provided in subsection (d) and Section 33-44-207(c), a record accepted for filing by the Secretary of State is effective:  (1) at the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original record; or  (2) at the time specified in the record as its effective time on the date it is filed.  (d) A record may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day.  HISTORY: 1996 Act No. 343, Section 2.
SC Code § 33-44-207 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-207. Correcting filed record.

 (a) A limited liability company or foreign limited liability company may correct a record filed by the Secretary of State if the record contains a false or erroneous statement or was defectively signed.  (b) A record is corrected:  (1) by preparing articles of correction that:  (i) describe the record, including its filing date, or attach a copy of it to the articles of correction;  (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and  (iii) correct the incorrect statement or defective signing; and  (2) by delivering the corrected record to the Secretary of State for filing.  (c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed.  HISTORY: 1996 Act No. 343, Section 2.