The Uniform Limited Liability Company Act of 1996 is legislation that regulates the filing standards and some business aspects of a limited liability company in South Carolina. The laws are found in Chapter 44 of Title 33 of the South Carolina Code. The laws permit the LLC's operating agreement to govern many aspects of the business, but some restrictions and standards apply to all LLCs in the state.
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Purpose, Name and Powers
An LLC may form in South Carolina for any legal purpose under Section 33-44-112 of the SCC, but the provision is subject to the business laws of the state. The company may use any name that is not already in use by another business, and the end of the name must be "limited liability company" or an allowable abbreviation, such as "LLC." South Carolina grants an LLC the same powers as an individual, so the company may sue, be sued and engage in necessary business activities, like the buying and selling of real estate.
LLCs may consist of one or more members in South Carolina. The founding member or members must file articles of organization with the South Carolina Secretary of State, as stated in Section 33-44-202 of the SCC. The articles must include the name and address of the company, the initial agent and the organizers. If the company is going to have a designated life span, the term must be specified. The management type, whether by members or an outside person, has to be included, as well as the names and addresses of any outside managers. If the operating agreement specifies a member is personally liable for the LLC's debts, the provision must be noted in the articles.
Registered Agent Requirement
Section 33-44-108 of the SCC mandates each LLC have a registered agent to accept legal notices for the LLC on file with the Secretary of State. The registered agent may be an individual or business. An individual must be at least 18 and a resident of South Carolina to act as a registered agent. A business may be headquartered out of the state but must have authorization to do business in South Carolina.
Distributions from the LLC to members are generally governed by the operating agreement, but Section 33-44-406 of the SCC does not permit an LLC to make a distribution that would render the company insolvent. The LLC is permitted to decide whether a distribution would bankrupt the company based on internal financial records and accounting.
Operating Agreement Restrictions
Section 33-44-103 of the SCC places some restrictions on LLC operating agreements. An operating agreement cannot prevent a member from accessing records of the LLC, including the original operating agreement and financial records, or eliminate a member's duty of loyalty to the company. The duty of loyalty is the member's responsibility to the company and the protection of the business and assets.