reglab/housing_qa huggingface dataset:
SC Code § 33-42-1440 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1440. Distribution of assets.

 Upon the winding up of a limited partnership, the assets must be distributed as follows:  (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under Section 33-42-1010 or Section 33-42-1040;  (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under Section 33-42-1010 or Section 33-42-1040; and  (3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1610 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1610. Law governing.

 (a) Subject to the Constitution of this State, (1) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and (2) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.  (b) A foreign limited partnership may transact any business in this State that a limited partnership formed in this State may carry on.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1620 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1620. Registration.

 Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:  (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;  (2) the state and date of its formation;  (3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State;  (4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subsection (3) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;  (5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;  (6) the name and a mailing address of each general partner; and  (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is cancelled or withdrawn.  By registering, the foreign limited partnership agrees to be subject to the jurisdiction of the Department of Revenue and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with related interest and penalties, if any. Registering is not an admission of tax liability.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1; 1994 Act No. 497, Part II, Section 49C.
SC Code § 33-42-1630 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1630. Issuance of registration.

 (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he shall:  (1) endorse on the application the word "Filed", and the month, day, and year of the filing thereof;  (2) file in his office a duplicate original of the application; and  (3) issue a certificate of registration to transact business in this State.  (b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1640 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1640. Name.

 (a) A foreign limited partnership may register with the Secretary of State under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limited partnership under Section 33-42-30.  (b) A foreign limited partnership transacting business in this State under a name other than the name shown on the certificate of registration shall comply with provisions of Section 33-42-45.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1650 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1650. Changes and amendments.

 If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement.  HISTORY: 1985 Act No. 491, Section 15; 1984 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1660 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1660. Cancellation of registration.

 A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1670 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1670. Transaction of business without registration.

 (a) A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.  (b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.  (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.  (d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this State.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1680 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1680. Action of Attorney General.

 The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this State in violation of this chapter.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1690 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1690. Activities not deemed transacting business.

 (a) Without excluding other activities that do not constitute transacting business in this State, a foreign limited partnership is considered not to be transacting business in this State, for purposes of this chapter, solely by reason of carrying on in this State any one or more of the following activities:  (1) maintaining, defending, or participating in any action, suit, or proceeding whether judicial, administrative, arbitrative, or otherwise, or effecting the settlement thereof or the settlement of claims or disputes;  (2) holding meetings of its partners or of committees of its partners or carrying on other activities concerning its internal affairs;  (3) maintaining bank accounts;  (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees;  (5) borrowing or lending or acquiring indebtedness or mortgages or other security interests in real or personal property;  (6) securing or collecting debts or enforcing rights in property securing the same;  (7) effecting a transaction in interstate or foreign commerce;  (8) owning or controlling a corporation incorporated in or transacting business within this State;  (9) conducting within this State an isolated transaction that is completed within a period of one hundred and eighty days and that is not in the course of a series or number of repeated transactions;  (10) effecting sales through independent contractors;  (11) soliciting or procuring orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before becoming binding contracts; or  (12) owning, without more, an interest in a limited liability company organized or transacting business in this State.  (b) The provisions of this section shall not be deemed to establish a standard for activities which may subject a foreign limited partnership to service of process, suit, taxation, or regulation under this chapter or any other statute of this State.  HISTORY: 1986 Act No. 533, Section 1; 2004 Act No. 221, Section 26.
SC Code § 33-42-1810 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1810. Right of action.

 A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1820 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1820. Proper plaintiff.

 In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) must have been a partner at the time of the transaction of which he complains or (2) his status as a partner must have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1830 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1830. Pleading.

 In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-1840 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-1840. Expenses.

 If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-2010 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2010. Construction and application.

 This chapter must be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-2020 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2020. Rules for cases not provided for in this chapter.

 In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.  HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.
SC Code § 33-42-2030 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2030. Severability.

 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.  HISTORY: 1986 Act No. 533, Section 1.
SC Code § 33-42-2040 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2040. Filing fees.

 (a) The Secretary of State shall charge ten dollars for filing any document required to be filed pursuant to this chapter. This charge shall include the cost of sending to the person requesting the filing, or that person's designee, a duplicate copy of the document submitted with the original showing the date of filing.  (b) In all other cases of requests for copies of documents filed pursuant to this chapter, the Secretary of State shall charge one dollar for the first page, fifty cents for each additional page, and two dollars for furnishing a certificate under seal.  HISTORY: 1986 Act No. 533, Section 1.
SC Code § 33-42-2120 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2120. Articles of merger; contents; filing.

 (a) After approval of the plan of merger pursuant to Section 33-42-2110(c), unless the merger is abandoned pursuant to Section 33-42-2110(d), articles of merger must be signed on behalf of each limited partnership or 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 partnerships and other entities that are parties to the merger;  (2) for each limited partnership that is to merge, the date its certificate of limited partnership was filed with the Secretary of State;  (3) that a plan of merger has been approved by the required votes and signed by each limited partnership or other entity that is to merge;  (4) the name and address of the surviving limited partnership or other surviving entity;  (5) the effective date of the merger;  (6) if a limited partnership is the surviving entity, changes in its certificate of limited partnership necessary by reason of the merger;  (7) if a foreign entity is a party to the merger, 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 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 a merging limited partnership previously subject to suit in this State, and for the enforcement, as provided in this chapter, of the right of partners of the limited partnership to receive payment for their interests against the surviving entity.  (b) If a foreign corporation, limited liability company, or partnership is the surviving entity of a merger, it shall not do business in this State until an application for authority is filed with the Secretary of State.  (c) The surviving limited partnership or other entity shall furnish a copy of the plan of merger, on request and without cost, to a partner of a limited partnership or person holding an interest in another entity that is to merge.  (d) Articles of merger operate as an amendment to the limited partnership's certificate of limited partnership.  HISTORY: 2004 Act No. 221, Section 3.
SC Code § 33-42-2130 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2130. Effect of merger; service of process; liability for partnership obligations.

 (a) When a merger takes effect:  (1) the separate existence of each limited 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 limited partnerships and other entities that are party to the merger vests in the surviving entity;  (3) all debts, liabilities, and other obligations of each limited 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 limited 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 limited 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 limited 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 limited partnership that is not the surviving entity in the merger does not require the limited partnership to wind up its business or pay its liabilities and distribute its assets pursuant to this chapter.  HISTORY: 2004 Act No. 221, Section 3.
SC Code § 33-42-2140 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 42 - Uniform Limited Partnership Act|Section 33-42-2140. Merger pursuant to other law.

 This article does not preclude a limited partnership from being merged pursuant to other law.  HISTORY: 2004 Act No. 221, Section 3.
SC Code § 33-44-102 (2021)
2021 South Carolina Code of Laws|Title 33 - Corporations, Partnerships and Associations|Chapter 44 - Uniform Limited Liability Company Act Of 1996|Section 33-44-102. Knowledge and notice.

 (a) A person knows a fact if the person has actual knowledge of it.  (b) A person has notice of a fact if the person:  (1) knows the fact;  (2) has received a notification of the fact; or  (3) has reason to know the fact exists from all of the facts known to the person at the time in question.  (c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.  (d) A person receives a notification when the notification:  (1) comes to the person's attention; or  (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.  (e) An entity knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.  HISTORY: 1996 Act No. 343, Section 2.