Title 33, Corporations, Partnerships and Associations

(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 re…

(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…

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…

(a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (b) The failure of a foreign limited liability company to have a certific…

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this article.

In this chapter: (1) "Articles of organization" means initial, amended, and restated articles of organization, and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the Office o…

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows the fact; (2) has received a notification of the fact; or (3) has reason to know the fact exists from all of the facts known to the person at the time in…

(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, m…

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 34-31-20.

(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". (b) Except as authorized by subsectio…

(a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and add…

(a) A foreign limited liability company may register its name subject to the requirements of Section 33-44-1005, if the name is distinguishable upon the records of the Secretary of State from names that are not available under Section 33-44-105(b). (b) A foreign limited liability…

(a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain in this State: (1) an office, which need not be a place of business in this State; and (2) an agent and street address of the …

A limited liability company may change its designated office or agent for service of process by delivering to the Secretary of State for filing a statement of change which sets forth: (1) the name of the company; (2) the street address of its current designated office; (3) if the…

(a) An agent for service of process of a limited liability company may resign by delivering to the Secretary of State for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Secretary of State shall mail a copy to the designated offic…

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.

In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced; and (1) must have been a member at the time of the transaction of which the plaintiff complains; or (2) the plaintiff's status as a member must have…

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reas…

(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company. (b) If a limited liability comp…

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individu…

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

This chapter may be cited as the South Carolina Uniform Limited Liability Company Act of 1996.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing: (1) articles of organization of a limited liability company: one hundred ten dollars. (2) amendment or restatement of the articles of organ…

Except (1) as otherwise required by the context, (2) as inconsistent with the provisions of this chapter, and (3) for this chapter, Chapters 41 and 42 of Title 33, and Title 12, the term "partnership" or "general partnership", when used in any other statute or in any regulation, …

(a) Before January 1, 2001, this chapter governs only a limited liability company organized: (1) after the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company under Section 33-43-901.3; and (2) before the effectiv…

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter.

A foreign corporation is not required to qualify to do business in South Carolina merely because it is a member of a manager-run limited liability company, or because it is a member in a limited liability company but does not take part in the management of the limited liability c…

Except as provided in Section 12-2-25 for single-member limited liability companies, a limited liability company is a legal entity distinct from its members.

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing. (b) Unless a delayed effective date is specified, the existence of a limited liability c…

(a) Articles of organization of a limited liability company must set forth: (1) the name of the company; (2) the address of the initial designated office; (3) the name and street address of the initial agent for service of process; (4) the name and address of each organizer; (5) …

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment must set forth the: (1) name of the limited liability company; (2) date of filing of the arti…

(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Secretary of State must be signed in the name of the company by a: (1) manager of a manager-managed company; (2) member of a member-managed c…

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Secretary of State and must be delivered to the office of the Secretary of State. Unless the Secretary of State determines that a record fails to comply…

(a) A limited liability company or foreign limited liability company may correct a record filed by the Secretary of State if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) by preparing articles of correction that: (i) …

(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must include: (1) the co…

If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the st…

If a person required by Section 33-44-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the signing of the record. If the court finds that it is proper for the record to …

(a) Subject to subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the compan…

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the…

(a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is not personally li…

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be per…

(a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a member does not make the required contribution of…

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b)…

(a) In a member-managed company: (1) each member has equal rights in the management and conduct of the company's business; and (2) except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members. (b) I…