(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.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 41 - Uniform Partnership Act
Section 33-41-10. Short title.
Section 33-41-20. Definitions.
Section 33-41-30. What constitutes "knowledge" or "notice" of a fact.
Section 33-41-40. Rules of construction; applicable rules of law; existing rights are not affected.
Section 33-41-50. Rules for cases not provided for.
Section 33-41-210. "Partnership" defined; application to limited partnerships.
Section 33-41-220. Determining existence of partnership.
Section 33-41-230. Partnership property; acquisition and conveyance.
Section 33-41-310. Partner's acts and agency; limitation of authority.
Section 33-41-320. Conveyances of real property of partnership.
Section 33-41-330. Admission or representation by partner as evidence.
Section 33-41-340. Notice to or knowledge of partner.
Section 33-41-350. Liability for wrongful act or omission of partner.
Section 33-41-360. Partnership is bound by partner's breach of trust.
Section 33-41-370. Nature of partners' liability.
Section 33-41-380. Liability as partner by estoppel.
Section 33-41-390. Liability of incoming partner.
Section 33-41-510. Rules determining rights and duties of partners as to partnership.
Section 33-41-520. Partnership books.
Section 33-41-530. Duty of partners to give information.
Section 33-41-540. Partner is accountable as a fiduciary.
Section 33-41-550. Right to formal accounting.
Section 33-41-560. Continuation of partnership beyond fixed term or particular undertaking.
Section 33-41-710. Extent of property rights.
Section 33-41-720. Nature of right in specific partnership property.
Section 33-41-730. Nature of partner's interest in partnership.
Section 33-41-740. Effect of assignment of partner's interest in partnership.
Section 33-41-910. "Dissolution" defined.
Section 33-41-920. Partnership is not terminated by dissolution.
Section 33-41-930. Causes of dissolution.
Section 33-41-940. Dissolution by decree of court.
Section 33-41-950. Effect of dissolution on partner's authority to act.
Section 33-41-960. Liability of partner for acts of other partner upon dissolution.
Section 33-41-970. Power of partner to bind partnership after dissolution.
Section 33-41-980. Satisfying certain liability of partner.
Section 33-41-990. When partnership is not bound by partner after dissolution.
Section 33-41-1000. Liability under Section 33-41-380 not affected.
Section 33-41-1010. Effect of dissolution on existing liability of partner.
Section 33-41-1020. Right to wind up partnership affairs.
Section 33-41-1030. Application of property upon dissolution not in contravention of agreement.
Section 33-41-1040. Rights of partners upon dissolution in contravention of agreement.
Section 33-41-1050. Rights when partnership agreement is rescinded for fraud or misrepresentation.
Section 33-41-1060. Settlement of accounts between partners; rules for distribution.
Section 33-41-1070. Liability of persons continuing business in certain cases.
Section 33-41-1090. Accrual of right to an account.
Section 33-41-1130. Liability insurance.
Section 33-41-1140. Powers granted to limited liability partnership.
Section 33-41-1180. Application for certificate, articles of amendment, amended certificate.
Section 33-41-1190. Foreign limited liability partnership; cancellation of registration.
Section 33-41-1200. Effect of failure of foreign limited liability partnership to register.
Section 33-41-1220. Powers of General Assembly as to regulations, amendment or repeal of statute.
Section 33-41-1320. Effect of merger; service of process; liability for partnership obligations.