(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.
Structure South Carolina Code of Laws
Title 33 - Corporations, Partnerships and Associations
Chapter 44 - Uniform Limited Liability Company Act Of 1996
Section 33-44-101. Definitions.
Section 33-44-102. Knowledge and notice.
Section 33-44-103. Effect of operating agreement; nonwaivable provisions.
Section 33-44-104. Supplemental principles of law.
Section 33-44-106. Reserved name.
Section 33-44-107. Registered name.
Section 33-44-108. Designated office and agent for service of process.
Section 33-44-109. Change of designated office or agent for service of process.
Section 33-44-110. Resignation of agent for service of process.
Section 33-44-111. Service of process.
Section 33-44-112. Nature of business and powers.
Section 33-44-201. Limited liability company as legal entity.
Section 33-44-202. Organization.
Section 33-44-203. Articles of organization.
Section 33-44-204. Amendment or restatement of articles of organization.
Section 33-44-205. Signing of records.
Section 33-44-206. Filing in Office of Secretary of State.
Section 33-44-207. Correcting filed record.
Section 33-44-208. Certificate of existence or authorization.
Section 33-44-209. Liability for false statement in filed record.
Section 33-44-210. Filing by judicial act.
Section 33-44-301. Agency of members and managers.
Section 33-44-302. Limited liability company liable for member's or manager's actionable conduct.
Section 33-44-303. Liability of members and managers.
Section 33-44-401. Form of contribution.
Section 33-44-402. Member's liability for contributions.
Section 33-44-403. Member's and manager's rights to payments and reimbursement.
Section 33-44-404. Management of limited liability company.
Section 33-44-405. Sharing of and right to distributions.
Section 33-44-406. Limitations on distributions.
Section 33-44-407. Liability for unlawful distributions.
Section 33-44-408. Member's right to information.
Section 33-44-409. General standards of member's and manager's conduct.
Section 33-44-410. Actions by members.
Section 33-44-411. Continuation of term company after expiration of specified term.
Section 33-44-501. Member's distributional interest.
Section 33-44-502. Transfer of distributional interest.
Section 33-44-503. Rights of transferee.
Section 33-44-504. Rights of creditor.
Section 33-44-601. Events causing member's dissociation.
Section 33-44-602. Member's power to dissociate; wrongful dissociation.
Section 33-44-603. Effect of member's dissociation.
Section 33-44-701. Company purchase of distributional interest.
Section 33-44-702. Court action to determine fair value of distributional interest.
Section 33-44-703. Dissociated member's power to bind limited liability company.
Section 33-44-704. Statement of dissociation.
Section 33-44-801. Events causing dissolution and winding up of company's business.
Section 33-44-802. Limited liability company continues after dissolution.
Section 33-44-803. Right to wind up limited liability company's business.
Section 33-44-804. Member's or manager's power and liability as agent after dissolution.
Section 33-44-805. Articles of termination.
Section 33-44-806. Distribution of assets in winding up limited liability company's business.
Section 33-44-807. Known claims against dissolved limited liability company.
Section 33-44-808. Other claims against dissolved limited liability company.
Section 33-44-809. Grounds for administrative dissolution.
Section 33-44-810. Procedure for and effect of administrative dissolution.
Section 33-44-811. Reinstatement following administrative dissolution.
Section 33-44-812. Appeal from denial of reinstatement.
Section 33-44-901. Definitions.
Section 33-44-902. Conversion of partnership or limited partnership to limited liability company.
Section 33-44-903. Effect of conversion on entity; filing name change on title to real property.
Section 33-44-904. Merger of entities.
Section 33-44-905. Articles of merger.
Section 33-44-906. Effect of merger.
Section 33-44-907. Article not exclusive.
Section 33-44-911. When conversion takes effect; notice of name change as to real property.
Section 33-44-913. When conversion takes effect; notice of name change as to real property.
Section 33-44-914. Conversion under other law.
Section 33-44-1001. Law governing foreign limited liability companies.
Section 33-44-1002. Application for certificate of authority.
Section 33-44-1003. Activities not constituting transacting business.
Section 33-44-1004. Issuance of certificate of authority.
Section 33-44-1005. Name of foreign limited liability company.
Section 33-44-1006. Revocation of certificate of authority.
Section 33-44-1007. Cancellation of authority.
Section 33-44-1008. Effect of failure to obtain certificate of authority.
Section 33-44-1009. Action by Attorney General.
Section 33-44-1101. Right of action.
Section 33-44-1102. Proper plaintiff.
Section 33-44-1201. Uniformity of application and construction.
Section 33-44-1202. Short title.
Section 33-44-1203. Severability clause.
Section 33-44-1205. Term partnership includes limited liability company.
Section 33-44-1206. Transitional provisions.