reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-930. Causes of dissolution.

Dissolution is caused:
(1) Without violation of the agreement between the partners
(a) by the termination of the definite term or particular undertaking specified in the agreement,
(b) by the express will of any partner when no definite term or particular undertaking is specified,
(c) by the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking or
(d) by the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, when the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership; or
(6) By the decree of court under Section 33-41-940.
HISTORY: 1962 Code Section 52-63; 1952 Code Section 52-63; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-940. Dissolution by decree of court.

(1) On application by or for a partner the court shall decree a dissolution whenever
(a) a partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind,
(b) a partner becomes in any other way incapable of performing his part of the partnership contract,
(c) a partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business,
(d) a partner wilfully or persistently commits a breach of the partnership agreement or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,
(e) the business of the partnership can only be carried on at a loss or
(f) other circumstances render a dissolution equitable.
(2) On the application of the purchaser of a partner's interest under Section 33-41-740 or 33-41-750 the court shall decree a dissolution
(a) after the termination of the specified term or particular undertaking or
(b) at any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
HISTORY: 1962 Code Section 52-64; 1952 Code Section 52-64; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-950. Effect of dissolution on partner's authority to act.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:
(1) With respect to the partners
(a) when the dissolution is not by the act, bankruptcy or death of a partner or
(b) when the dissolution is by such act, bankruptcy or death of a partner when Section 33-41-960 so requires; and
(2) With respect to persons not partners, as declared in Sections 33-41-970 and 33-41-990.
HISTORY: 1962 Code Section 52-65; 1952 Code Section 52-65; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-960. Liability of partner for acts of other partner upon dissolution.

When the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by a partner acting for the partnership as if the partnership had not been dissolved unless:
(1) the dissolution being by act of a partner, the partner acting for the partnership had knowledge of the dissolution;
(2) the dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy; or
(3) the liability is for a debt, obligation, or liability for which the partner is not liable as provided in Section 33-41-370(B).
HISTORY: 1962 Code Section 52-66; 1952 Code Section 52-66; 1950 (46) 1841; 1994 Act No. 448, Section 7.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-970. Power of partner to bind partnership after dissolution.

After dissolution a partner can bind the partnership, except as provided in Section 33-41-990.
(1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; or
(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
(a) had extended credit to the partnership prior to the dissolution and had no knowledge or notice of the dissolution or
(b) though he had not so extended credit, had nevertheless known of the partnership prior to dissolution and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
HISTORY: 1962 Code Section 52-67; 1952 Code Section 52-67; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-980. Satisfying certain liability of partner.

The liability of a partner under item (2) of Section 33-41-970 shall be satisfied out of partnership assets alone when such partner had been prior to the dissolution:
(1) Unknown as a partner to the person with whom the contract is made; and
(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
HISTORY: 1962 Code Section 52-68; 1952 Code Section 52-68; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-990. When partnership is not bound by partner after dissolution.

The partnership is in no case bound by any act of a partner after dissolution:
(1) When the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;
(2) When the partner has become bankrupt; or
(3) When the partner has no authority to wind up partnership affairs; Except by a transaction with one who
(a) had extended credit to the partnership prior to the dissolution and had no knowledge or notice of his want of authority or
(b) had not extended credit to the partnership prior to the dissolution and, having no knowledge or notice of the acting partner's want of authority, the fact of such want of authority has not been advertised in the manner provided for advertising the fact of dissolution in item (2)(b) of Section 33-41-970.
HISTORY: 1962 Code Section 52-69; 1952 Code Section 52-69; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1000. Liability under Section 33-41-380 not affected.

Nothing in Sections 33-41-970 to 33-41-990 shall affect the liability under Section 33-41-380 of any person who after dissolution represents himself or consents to another representing him as partner in a partnership engaged in carrying on business.
HISTORY: 1962 Code Section 52-70; 1952 Code Section 52-70; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1010. Effect of dissolution on existing liability of partner.

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3) When a person agrees to assume the existing obligations of a dissolved partnership the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
(4) The individual property of a deceased partner must be liable for those obligations of the partnership incurred while he was a partner and for which he was liable under Section 33-41-370 but subject to the prior payment of his separate debts.
HISTORY: 1962 Code Section 52-71; 1952 Code Section 52-71; 1950 (46) 1841; 1994 Act No. 448, Section 8.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1020. Right to wind up partnership affairs.

Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, nor bankrupt, has the right to wind up the partnership affairs. But any partner, his legal representative or his assignee, upon cause shown, may obtain a winding up by the court.
HISTORY: 1962 Code Section 52-72; 1952 Code Section 52-72; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1030. Application of property upon dissolution not in contravention of agreement.

When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartner and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under item (2) of Section 33-41-1010, he shall receive in cash only the net amount due him from the partnership.
HISTORY: 1962 Code Section 52-73; 1952 Code Section 52-73; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1040. Rights of partners upon dissolution in contravention of agreement.

When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(1) Each partner who has not caused dissolution wrongfully shall have
(a) all the rights specified in Section 33-41-1030 and
(b) the right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement;
(2) The partners who had not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under item (1) (b) of this section and in like manner indemnify him against all present or future partnership liabilities; and
(3) A partner who has caused the dissolution wrongfully shall have
(a) if the business is not continued under the provisions of item (2) of this section all the rights of a partner under Section 33-41-1030, subject to item (1) (b) of this section, and
(b) if the business is continued under item (2) of this section the right, as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash or the payment secured by bond approved by the court and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.
HISTORY: 1962 Code Section 52-74; 1952 Code Section 52-74; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1050. Rights when partnership agreement is rescinded for fraud or misrepresentation.

When a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto the party entitled to rescind is, without prejudice to any other right, entitled:
(1) To a lien on, or right of retention of, the surplus of the partnership property, after satisfying the partnership liabilities to third persons, for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;
(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
HISTORY: 1962 Code Section 52-75; 1952 Code Section 52-75; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1060. Settlement of accounts between partners; rules for distribution.

In settling accounts between the partners after dissolution the following rules must be observed, subject to any agreement to the contrary:
(1) the assets of the partnership are:
(a) the partnership property and
(b) the contributions of the partners specified in item (4);
(2) the liabilities of the partnership shall rank in order of payment, as follows:
(a) those owing to creditors other than partners,
(b) those owing to partners other than for capital and profits,
(c) those owing to partners in respect of capital, and
(d) those owing to partners in respect of profits;
(3) the assets must be applied in the order of their declaration in item (1) to the satisfaction of the liabilities;
(4) except as provided in Section 33-41-370(B):
(a) the partners shall contribute, as provided by Section 33-41-510, the amount necessary to satisfy the liabilities; and
(b) if any, but not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;
(5) an assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in item (4);
(6) any partner or his legal representative shall have the right to enforce the contributions specified in item (4) to the extent of the amount which he has paid in excess of his share of the liability;
(7) the individual property of a deceased partner must be liable for the contributions specified in item (4);
(8) when partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as provided by law; and
(9) when a partner has become bankrupt or his estate is insolvent the claims against his separate property must rank in the following order:
(a) those owing to separate creditors,
(b) those owing to partnership creditors, and
(c) those owing to partners by way of contribution.
HISTORY: 1962 Code Section 52-76; 1952 Code Section 52-76; 1950 (46) 1841; 1994 Act No. 448, Section 9.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1080. Rights of retiring partner or estate of deceased partner when business is continued.

When any partner retires or dies and the business is continued under any of the conditions set forth in Section 33-41-1070 or item (2) of Section 33-41-1040, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership. But the creditors of the dissolved partnership as against the separate creditors or the representatives of the retired or deceased partner shall have priority on any claim arising under this section, as provided by item (8) of Section 33-41-1070.
HISTORY: 1962 Code Section 52-78; 1952 Code Section 52-78; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1090. Accrual of right to an account.

The right to an account of his interest shall accrue to any partner or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.
HISTORY: 1962 Code Section 52-79; 1952 Code Section 52-79; 1950 (46) 1841.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1110. Application; renewal application; contents; execution; form; fee; registration; effect on status of subsequent change in information given.

(A) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this State; the address of a registered office, and the name and address of a registered agent for service of process in this State, which the partnership will be required to maintain; the number of partners; a brief statement of the business in which the partnership engages, and that the partnership applies for status or renewal of its status, as the case may be, as a registered limited liability partnership.
(B) The application or renewal application must be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.
(C) The application or renewal application must be accompanied by a fee of one hundred dollars.
(D) The Secretary of State shall register as a registered limited liability partnership and shall renew the registration of any registered limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.
(E) Registration is effective for one year after the date an application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if during the sixty-day period preceding the date the application or renewal application otherwise would have expired the partnership files with the Secretary of State a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.
(F) The status of a partnership as a registered limited liability partnership may not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.
(G) The Secretary of State may provide forms for application or for renewal of registration.
HISTORY: 1994 Act No. 448, Section 10.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1120. Name.

The name of a registered limited liability partnership must contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." as the last words or letters of its name.
HISTORY: 1994 Act No. 448, Section 10.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1130. Liability insurance.

(A)(1) A registered limited liability partnership shall carry at least $100,000 of liability insurance, beyond the amount of any applicable deductible, of a type that is designed to cover the kinds of negligence, wrongful acts, and misconduct for which liability is limited by Section 33-41-370(B) and which insures the partnership and its partners.
(2) A registered limited liability partnership which renders professional services, as defined in Section 33-19-103(7), shall carry such additional insurance of the type described in item (1) of this subsection as may be required by the appropriate licensing authority. Professional service licensing authorities may prescribe additional insurance only on the profession as a whole, and not only on individual service providers.
(B) If a registered limited liability partnership is in compliance with the requirements of subsection (A), the requirements of this section shall not be admissible or in any way made known to a jury in determining an issue of liability for or extent of the debt or obligation or damages in question.
(C) A registered limited liability partnership is considered to be in compliance with subsection (A) if the partnership provides $100,000, or such higher amount as required by the appropriate licensing authority pursuant to subsection (A)(2), of funds specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on the kinds of negligence, wrongful acts, and misconduct for which liability is limited by Section 33-41-370(B) by:
(1) deposit in trust or in bank escrow of cash, bank certificates of deposit, or United States Treasury obligations; or
(2) a bank letter of credit or insurance company bond.
(D) Nothing in this section shall be construed to:
(1) limit the amount of damages for which a:
(a) registered limited liability partnership is liable with respect to the kinds of negligence, wrongful acts, or misconduct for which liability is limited by Section 37-41-370(B); or
(b) partner of a registered limited liability partnership is liable under Section 33-41-370; or
(2) constitute a determination of the adequacy of capitalization of a registered limited liability partnership for any purpose.
HISTORY: 1994 Act No. 448, Section 10.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1140. Powers granted to limited liability partnership.

A limited liability partnership organized and existing under this chapter may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state or foreign country.
HISTORY: 1994 Act No. 448, Section 10.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1150. Foreign limited liability partnership; State law and jurisdiction; liability for rendering professional services in state on behalf of foreign limited liability partnership.

(A) Subject to the Constitution of South Carolina and except as provided in subsection (B), the laws of the State or other jurisdiction under which a foreign limited liability partnership is organized shall govern the organization and internal affairs, the liability of partners for debts, obligations, and liabilities chargeable to the partnership, and the authority of partners of a foreign limited liability partnership transacting business in South Carolina.
(B) A foreign limited liability partnership that has obtained a certificate of authority to transact business in South Carolina pursuant to Chapter 41 of Title 33 and its partners have no greater rights and privileges than a domestic limited liability partnership and its partners with respect to transactions and relationship with persons who are not members. The certificate of authority does not authorize the foreign limited liability partnership to exercise any powers or engage in any business in which a domestic limited liability partnership is forbidden to exercise or engage by the laws of this State.
(C) An individual who renders professional services in this State on behalf of a foreign limited liability partnership is liable as set forth in Section 33-41-370(D).
HISTORY: 1994 Act No. 448, Section 10.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1160. Foreign limited liability partnership application for certificate of authority; fee.

(A) A foreign limited liability partnership may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:
(1) the name of the foreign limited liability partnership that satisfies the requirements of Section 33-41-1120;
(2) the name of the state or country under which it is organized;
(3) its date of organization;
(4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office; and
(5) a statement that the foreign limited liability partnership has liability insurance of the amount and type described in Section 33-41-1130(A)(1) or segregated funds as described in Section 33-41-1130(C) in an amount equal to or greater than the amount specified in Section 33-41-1130(A)(1).
(B) The foreign limited liability partnership shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of limited liability partnership records in the state or country under which law it is organized.
(C) If the foreign limited liability partnership renders "professional services" as defined in Section 33-19-103(7), the application required by subsection (A) must also contain a statement that:
(1) all of its partners are licensed in one or more states to render the professional services which the foreign limited liability partnership practices and that one or more of its partners is licensed in South Carolina to render such professional services; and
(2) the foreign limited liability partnership is in compliance with the requirements of Section 33-41-1130(A)(2); provided, however, that to the extent any such requirements are determined by reference to the number of licensed partners or individuals, such determination shall be made on the basis of the number of partners or individuals who render professional services in South Carolina.
(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 annual or renewal application for a certificate to transact business in this State.
(E) By applying for a certificate of authority to transact business in this State, the foreign limited liability partnership agrees to be subject to the jurisdiction of the Department of Revenue and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability.
HISTORY: 1994 Act No. 448, Section 10; 1995 Act No. 60, Section 2F.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 41 - Uniform Partnership Act › Section 33-41-1170. Application for certificate of authority; filing; determination by Secretary of State; registration, duration and renewal.

(A) If the Secretary of State finds that an application for a certificate of authority to transact business in this State conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall:
(1) endorse on each signed original and duplicate copy the word "filed" and the date and time of its acceptance for filing;
(2) retain the signed original in the Secretary of State's files; and
(3) return the duplicate copy to the person who filed it or the person's representative.
(B) If the Secretary of State is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are considered to have been filed at the time of delivery if the Secretary of State subsequently determines that:
(1) the documents as delivered conform to the filing provisions of this chapter; or
(2) within twenty days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance.
(C) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed.
(D) A certificate of authority to transact business in this State is effective for one year after the date the application is filed unless voluntarily withdrawn pursuant to Section 33-41-1190. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day period preceding the date the application or renewal application otherwise would have expired, the partnership files with the Secretary of State a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.
HISTORY: 1994 Act No. 448, Section 10.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.