(g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. Section 33-43-208. Section 33-43-801. (3) The duty to furnish information under paragraph (2) also applies to each member to the extent the member knows any of the information described in paragraph (2). (8) 'Manager' means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Section 33-43-407(c). The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its powers or management of its activities is not a ground for imposing liability on the members or managers for the debts, obligations, or other liabilities of the company. (a) A transfer, in whole or in part, of a transferable interest: (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and. (c) In a manager-managed limited liability company, the following rules apply: (1) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers. (3) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members. (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 33-43-502. Section 33-43-1017. (4) state that the claim will be barred if not received by the deadline. (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing. SECTION 3. Section 33-43-1013. (c) A person that receives a distribution knowing that the distribution to that person was made in violation of Section 33-43-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 33-43-405. WebSouth / ( sa) / noun the South the southern part of England, generally regarded as lying to the south of an imaginary line between the Wash and the Severn (in the US) the area (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action under Section 33-43-902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and. If the Secretary of State finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a nonrenewable one hundred twenty-day period. WebSection 33-44-302 - Limited liability company liable for member's or manager's actionable conduct. (l) The limited liability company shall deliver to each member and manager a record of each statement of authority, amendment, or cancellation filed with the Secretary of State. FORMING THE LLC 4 FORMING THE LLC At Will v. Term The application must state: (1) the name of the company and, if the name does not comply with Section 33-43-108, an alternate name adopted pursuant to Section 33-43-805(a); (2) the name of the state or other jurisdiction under whose law the company is formed; (3) the street and mailing addresses of the company's principal office and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and. The agreement also includes financial information related to the company such as ownership interest, initial loans, capital contributions, and any other records. (14) Amendment or Cancellation of Certificate of Authority (Section 33-43-302): $10.00. A transferable interest is personal property. (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. (f) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. (e) The dissolution of a limited liability company does not affect the applicability of this section. (d) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. b. : the compass point directly opposite to north. (c) If within sixty days after service of the copy pursuant to subsection (b) a limited liability 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, the Secretary of State shall dissolve the company administratively by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. Unless a written operating agreement specifically includes additional fiduciary duties, the fiduciary duties provided in this section are the only ones that affect members or managers; judges should not impose any additional fiduciary duties. (2) according to the governing statute of the domesticated company, if the domesticated organization becomes a foreign limited liability company. (7) 'Limited liability company', except in the phrase 'foreign limited liability company', means an entity formed under this chapter. (23) Articles of Incorporation of Limited Liability Company that Converts into a Corporation (Section 33-43-1004): $110.00 plus $25.00 for CL-1; total of $135.00. If the LLC is engaged in a significant transaction, counsel dealing with the LLC will likely not rely solely on a recorded statement of authority, but will follow typical due diligence routines including: examination of the certificate of organization and the terms of any operating agreement, obtaining certified minutes of either the members or managers, obtaining a Certificate of Existence, determination of compliance with tax and other governmental requirements, review of court house and other governmental records regarding pending litigation and other matters, along with other pertinent investigation deemed appropriate. SC Code 33-44-203 (2012) What's This? (2) The duty stated under subsection (b)(3) continues until winding up is completed. Uniform Limited Liability Company Act (ULLCA) from early 1992 until its adoption by the Conference at its Annual Meeting in August 1994. (5) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that the managers or those members in control of the company: (A) have acted, are acting, or will act in a manner that is unlawful or fraudulent; or. (d) A person against which an action is commenced because the person is liable under subsection (a) may: (1) implead any other person that is subject to liability under subsection (a) and seek to compel contribution from the person; and. A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and. (3) merger, conversion, or domestication, ninety days after articles of merger, conversion, or domestication under Article 10 become effective. (d) If a foreign limited liability company transacts business in this State without a certificate of authority or cancels its certificate of authority, it appoints the Secretary of State as its agent for service of process for rights of action arising out of the transaction of business in this State. (B) the payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. (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. The official comments prepared by the ULC are not included in this act but interested users may access these comments at the Uniform Law Commission's depository website: http://uniformlaws.org. Banks and Section 33-43-115. Section 33-43-504. Section 33-43-401. (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting business in this State in violation of this article. In the LLC Act, if a member of an at-will LLC is dissociated, the LLC must repurchase that members interest in the LLC. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. Section 33-43-206. Existing LLCs are now governed by this act and need to specifically consider (1) that when a member now withdraws from what was an "at will" LLC, the statute no longer entitles the withdrawing member to have her interest redeemed, as was true under prior law, and (2) likewise, a member who withdraws from what formally was a "term" LLC will no longer be entitled to have her interest redeemed at the end of the term (as was true under the former statute). 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