reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-807. Known claims against dissolved limited liability company.

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:
(1) specify the information required to be included in a claim;
(2) provide a mailing address where the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) are met, and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-808. Other claims against dissolved limited liability company.

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice must:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this State, in which its designated office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:
(1) a claimant who did not receive written notice under Section 33-44-807;
(2) a claimant whose claim was timely sent to the dissolved company but not acted on; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-809. Grounds for administrative dissolution.

The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 32.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-810. Procedure for and effect of administrative dissolution.

(a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record.
(b) If the company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice, the Secretary of State shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the company with a copy of the certificate.
(c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section 33-44-802 and to notify claimants under Sections 33-44-807 and 33-44-808.
(d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-811. Reinstatement following administrative dissolution.

(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:
(1) recite the name of the company and the effective date of its administrative dissolution;
(2) state that the ground for dissolution either did not exist or has been eliminated;
(3) state that the company's name satisfies the requirements of Section 33-44-105; and
(4) contain a certificate from the Department of Revenue reciting that all taxes owed by the company have been paid.
(b) If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the company may resume its business as if the administrative dissolution had never occurred.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-812. Appeal from denial of reinstatement.

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial.
(b) The company may appeal the denial of reinstatement to the circuit court within 30 days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the company's application for reinstatement, and the Secretary of State's notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved company or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-901. Definitions.

In this article:
(1) "Corporation" means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction.
(2) "General partner" means a partner in a partnership and a general partner in a limited partnership.
(3) "Limited partner" means a limited partner in a limited partnership.
(4) "Limited partnership" means a limited partnership created under the Uniform Limited Partnership Act, Chapter 42 of this title, a predecessor law, or comparable law of another jurisdiction.
(5) "Partner" includes a general partner and a limited partner.
(6) "Partnership" means a general partnership under the Uniform Partnership Act, Chapter 41 of this title, a predecessor law, or comparable law of another jurisdiction.
(7) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.
(8) "Shareholder" means a shareholder in a corporation.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-902. Conversion of partnership or limited partnership to limited liability company.

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.
(b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.
(c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.
(d) After a conversion is approved under subsection (b), the partnership or limited partnership shall file articles of organization in the office of the Secretary of State which satisfy the requirements of Section 33-44-203 and contain:
(1) a statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be;
(2) its former name;
(3) a statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b); and
(4) in the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect.
(e) In the case of a limited partnership, the filing of articles of organization under subsection (d) cancels its certificate of limited partnership as of the date the conversion took effect.
(f) A conversion takes effect when the articles of organization are filed in the office of the Secretary of State or at any later date specified in the articles of organization.
(g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
(h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-903. Effect of conversion on entity; filing name change on title to real property.

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting partnership or limited partnership vests in the limited liability company;
(2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(3) an action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting partnership or limited partnership vest in the limited liability company; and
(5) except as otherwise provided in the agreement of conversion under Section 33-44-902(c), all of the partners of the converting partnership continue as members of the limited liability company.
(c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company by amendment of its articles or by merger, share exchange, or reorganization, the newly-named surviving, acquiring, or reorganizing limited liability company shall file a notice of that name change in the office of the register of deeds of that county. If there is no office in that county, the notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old and new names of the limited liability company and describing the real property owned by that limited liability company; or
(ii) filing a certified copy of the amended articles, articles of merger, or articles of share exchange, including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing limited liability company.
(3) The affidavit or filed articles must be duly indexed in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability name change does not affect the legality, force, effect, or enforceability as between the parties of a conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 33.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-904. Merger of entities.

(a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships, or other domestic or foreign entities.
(b) A plan of merger must set forth:
(1) the name of each entity that is a party to the merger;
(2) the name of the surviving entity into which the other entities will merge;
(3) the type of organization of the surviving entity;
(4) the terms and conditions of the merger;
(5) the manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or in part; and
(6) the street address of the surviving entity's principal place of business.
(c) A plan of merger must be approved:
(1) in the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(2) in the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the State or foreign jurisdiction in which the foreign limited liability company is organized;
(3) in the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under Section 33-44-902(b); and
(4) in the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this State or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger is effective upon the filing of the articles of merger with the Secretary of State or at such later date as the articles may provide.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-905. Articles of merger.

(a) After approval of the plan of merger pursuant to Section 33-44-904(c), unless the merger is abandoned pursuant to Section 33-44-904(d), articles of merger must be signed on behalf of each limited liability company and 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 liability companies and other entities that are parties to the merger;
(2) for each limited liability company that is to merge, the date its articles of organization were filed with the Secretary of State;
(3) that a plan of merger is approved and signed by each limited liability company and other entity that is to merge;
(4) the name and address of the surviving limited liability company or other surviving entity;
(5) the effective date of the merger;
(6) if a limited liability company is the surviving entity, changes in its articles of organization necessary by reason of the merger;
(7) if a party to a merger is a foreign entity, 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 when 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 any limited liability company previously subject to suit in this State which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity.
(b) If a foreign entity is the surviving entity of a merger, it shall not do business in this State until an application for that authority is filed with the Secretary of State.
(c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge.
(d) Articles of merger operate as an amendment to the limited liability company's articles of organization.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 34.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-906. Effect of merger.

(a) When a merger takes effect:
(1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates;
(2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity;
(3) all debts, liabilities, and other obligations of each limited liability company and 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 liability company 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 liability company and other entity that is a party to a merger vest in the surviving entity.
(b) 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 designated 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 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.
(c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.
(d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter.
(e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-908. Conversion to corporation; approval and contents of agreement of conversion; filing of articles of incorporation.

(a) A limited liability company may be converted to a corporation pursuant to this section.
(b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or by the number or percentage of the members required for conversion in the limited liability company agreement.
(c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted corporation or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both.
(d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of incorporation that satisfy the requirements of Section 33-2-102 and contain:
(1) a statement that the limited liability company was converted to a corporation from a limited liability company;
(2) its former name;
(3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and
(4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.
(e) A conversion takes effect when the articles of incorporation are filed in the Office of the Secretary of State or at a later date specified in the articles of incorporation.
(f) A member who becomes a shareholder of a corporation as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-909. When conversion takes effect; filing of notice of name change as to real property.

(a) A limited liability company that is converted to a corporation is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting limited liability company vests in the corporation;
(2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the corporation;
(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation;
(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-908, all the members of the converting limited liability company continue as shareholders of the corporation; and
(6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.
(c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or
(ii) filing a certified copy of the articles of incorporation including a description of the real property; or
(iii) by a duly recorded deed of conveyance to the newly-named corporation.
(3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-910. Conversion to limited partnership; terms and approval of agreement of conversion; filing of certificate of limited partnership.

(a) A limited liability company may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a limited liability company to a limited partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement.
(c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted limited partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both.
(d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State a certificate of limited partnership that satisfies the requirements of Section 33-42-210 and contains:
(1) a statement that the limited liability company is converted to a limited partnership from a limited liability company;
(2) its former name;
(3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and
(4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.
(e) The filing of a certificate of limited partnership pursuant to subsection (d) cancels the articles of organization of the limited liability company as of the date the conversion takes effect.
(f) A conversion takes effect when the certificate of limited partnership is filed with the Secretary of State or at a later date specified in the certificate of limited partnership.
(g) A member's liability for all obligations of the limited partnership incurred after the conversion takes effect is that of a general partner or limited partner. A member who becomes a partner of a limited partnership as a result of a conversion remains liable only to the extent the member was liable for an obligation incurred by the limited liability company before the conversion takes effect.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-911. When conversion takes effect; notice of name change as to real property.

(a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting limited liability company vests in the limited partnership;
(2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the limited partnership;
(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion has not occurred;
(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the limited partnership; and
(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-910(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion.
(c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly-named limited partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit containing the old name of the limited liability company and new name of the limited partnership and describing the real property owned by that partnership or limited partnership; or
(ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named limited partnership.
(3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected partnership or limited partnership that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-912. Conversion to partnership; contents and approval of agreement of conversion; filing articles of conversion.

(a) A limited liability company may be converted to a partnership pursuant to this section.
(b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or by the number or percentage of the members required for conversion in the operating agreement.
(c) An agreement of conversion must include the terms and conditions of the conversion of the interests of members of a limited liability company into interests in the converted partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the members, or both.
(d) After a conversion is approved pursuant to subsection (b), the limited liability company shall file with the Secretary of State articles of conversion that contain:
(1) a statement that the limited liability company is converted to a partnership from a limited liability company;
(2) its former name;
(3) a statement of the number of votes cast by the members entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to subsection (b); and
(4) a statement that the articles of organization are cancelled as of the date the conversion takes effect.
(e) A conversion takes effect when the articles of conversion are filed with the Secretary of State or at a later date specified in the articles of conversion.
(f) A member who becomes a partner of a partnership as a result of a conversion remains liable as a member for an obligation incurred by the limited liability company before the conversion takes effect and for which a member would be personally liable.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-913. When conversion takes effect; notice of name change as to real property.

(a) A limited liability company that has been converted to a partnership is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting limited liability company vests in the partnership;
(2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the partnership;
(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion has not occurred;
(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the partnership;
(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-912(c), all the members of the converting limited liability company continue as general partners of the partnership in accord with the agreement of conversion; and
(6) a member's liability for all obligations of the partnership incurred after the conversion takes effect is that of a general partner of the partnership.
(c)(1) If a limited liability company that owns real property in South Carolina is converted to a partnership, the newly-named partnership must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit containing the old name of the limited liability company and new name of the partnership and describing the real property owned by that partnership; or
(ii) filing a certified copy of the articles of conversion including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named partnership.
(3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected partnership that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 5.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1001. Law governing foreign limited liability companies.

(a) Except as provided in Section 12-2-25 for single-member limited liability companies, the laws of the State or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of this State.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State.
HISTORY: 1996 Act No. 343, Section 2; 1997 Act No. 91, Section 3.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1002. Application for certificate of authority.

(a) A foreign limited liability company 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 company or, if its name is unavailable for use in this State, a name that satisfies the requirements of Section 33-44-1005;
(2) the name of the State or country under whose law it is organized;
(3) the street address of its principal office;
(4) the address of its initial designated office in this State;
(5) the name and street address of its initial agent for service of process in this State;
(6) whether the duration of the company is for a specified term and, if so, the period specified;
(7) whether the company is manager-managed, and, if so, the name and address of each initial manager; and
(8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c).
(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in the State or country under whose law it is organized.
(c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company 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. Applying for a certificate of authority is not an admission of tax liability.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1003. Activities not constituting transacting business.

(a) activities of a foreign limited liability company that are not considered transacting business in this State within the meaning of this article include:
(1) maintaining, defending, or settling an action or proceeding;
(2) holding meetings of its members or managers or carrying on other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner;
(10) transacting business in interstate commerce; and
(11) owning, without more, an interest in a limited liability company organized or transacting business in this State.
(b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this State.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under any other law of this State.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 35.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1004. Issuance of certificate of authority.

Unless the Secretary of State determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application and send a receipt for it and the fees to the limited liability company or its representative.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1005. Name of foreign limited liability company.

(a) If the name of a foreign limited liability company does not satisfy the requirements of Section 33-44-105, the company, to obtain or maintain a certificate of authority to transact business in this State, must use a fictitious name to transact business in this State if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its managers, in the case of a manager-managed company, or of its members, in the case of a member-managed company, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d), the name, including a fictitious name to be used to transact business in this State, of a foreign 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; and
(3) the fictitious name of another foreign limited liability company authorized to transact business in this State.
(c) A foreign limited liability company may apply to the Secretary of State for authority to use in this State a name that is not distinguishable upon the records of the Secretary of State from a name 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 its name to a name that is distinguishable upon the records of the Secretary of State from the name of the foreign applying limited liability company; or
(2) the applicant delivers to the Secretary of State a certified copy of a final judgment of a court establishing the applicant's right to use the name applied for in this State.
(d) A foreign limited liability company may use in this State the name, including the fictitious name, of another domestic or foreign entity that is used in this State if the other entity is incorporated, organized, or authorized to transact business in this State and the foreign limited liability company:
(1) has merged with the other entity;
(2) has been formed by reorganization of the other entity; or
(3) has acquired all or substantially all of the assets including the name of the other entity.
(e) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of Section 33-44-105, it may not transact business in this State under the name as changed until it adopts a name satisfying the requirements of Section 33-44-105 and obtains an amended certificate of authority.
HISTORY: 1996 Act No. 343, Section 2.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1006. Revocation of certificate of authority.

(a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the Secretary of State in the manner provided in subsection (b) if:
(1) the company fails to:
(i) pay a fee, tax, or penalty owed to this State;
(ii) appoint and maintain an agent for service of process as required by this article; or
(iii) file a statement of a change in the name or business address of the agent as required by this article; or
(2) a misrepresentation has been made of a material matter in any application, report, affidavit, or other record submitted by the company pursuant to this article.
(b) The Secretary of State may not revoke a certificate of authority of a foreign limited liability company unless the Secretary of State sends the company notice of the revocation, at least sixty days before its effective date, by a record addressed to its agent for service of process in this State, or if the company fails to appoint and maintain a proper agent in this State, addressed to the office required to be maintained by Section 33-44-108. The notice must specify the cause for the revocation of the certificate of authority. The authority of the company to transact business in this State ceases on the effective date of the revocation unless the foreign limited liability company cures the failure before that date.
HISTORY: 1996 Act No. 343, Section 2; 2004 Act No. 221, Section 36.
2023 South Carolina Code of Laws › Title 33 - Corporations, Partnerships and Associations › Chapter 44 - Uniform Limited Liability Company Act Of 1996 › Section 33-44-1007. Cancellation of authority.

A foreign limited liability company may cancel its authority to transact business in this State by filing in the office of the Secretary of State a certificate of cancellation. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims for relief arising out of the transactions of business in this State.
HISTORY: 1996 Act No. 343, Section 2.