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Section 33-43-104. Reservation and Registration of Name.

(A) A person may reserve the exclusive use of a `limited liability company' name, including a designated name provided for in Section 33-43-1004 for a foreign limited liability 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 address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability company name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty-day period.

(B) The owner of a reserved limited liability company name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.

(C) A foreign limited liability company may register its name that satisfies the requirements of Section 33-43-103.

(D) A foreign limited liability company registers its name or a designated name as provided in Section 33-43-1004 by delivering to the Secretary of State for filing an application:

(1) setting forth its limited liability company name or a designated name as provided in Section 33-43-1004, the state or country and date of its organization, and a brief description of the nature of the business in which it is engaged; and

(2) accompanied by a certificate of existence (or a document of similar import) from the state or country of organization.

(E) The name is registered for the applicant's exclusive use upon the effective date of the application.

(F) A foreign limited liability company whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (D), between October first and December thirty-first of the preceding year. The renewal application, when filed, renews the registration for the following calendar year.

(G) A foreign limited liability company whose registration is effective may qualify thereafter as a foreign limited liability company under the registered name or consent in writing to the use of that name by a limited

Section 33-43-105. Registered office and registered agent.

(A) A limited liability company and a foreign limited liability company authorized to do business in South Carolina shall continuously maintain in this State:

(1) a registered office that may, but need not, be the same as its place of business; and

(2) a registered agent for service or process on the limited liability company that is an individual resident of this State, a limited liability company, a foreign limited liability company authorized to transact business in this State, or a corporation formed under the laws of or authorized to transact business in this State having a business office identical with the registered office.

(B) A limited liability company or a foreign limited liability company may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:

(1) the name of the limited liability company;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address of the new registered office;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and

(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

(C) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any limited liability company or foreign limited liability company for which he is the registered agent by notifying the domestic or foreign limited liability company in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (A) and recites that the domestic or foreign limited liability company has been notified of the change.

(1) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the domestic or foreign limited liability company at its principal office.

(2) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

Section 33-43-106. Nature of business.

A limited liability company may be organized under this chapter for any lawful purpose. If the purpose for which a limited liability company is organized or its activities make it subject to a special provision of law, the limited liability company shall also comply with that provision.

A limited liability company shall possess and may exercise all the powers and privileges as an individual that are either necessary or convenient including, but not limited to, those granted by this Chapter 43, any other law, the articles of organization, and its operating agreement.

Section 33-43-201. Formation.

Two or more persons may form a limited liability company by signing articles of organization and delivering the signed articles to the Secretary of State for filing. The persons who form a limited liability company must be members of the limited liability company at the time of formation.

A copy of the articles of organization which is filed with the Secretary of State and which is stamped `filed' and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized under this chapter.

Section 33-43-202. Articles of organization.

(A) The articles of organization shall set forth:

(1) a name for the limited liability company that satisfies the requirements of Section 33-43-103;

(2) the street address of the initial registered office and the name of the initial registered agent at that office as required by Section 33-43-105;

(3) the latest date upon which the limited liability company is to dissolve;

(5) the name and signature of each person who is forming the limited liability company and who will be an initial member.

(B) The articles of organization may set forth any other provision the organizers determine to include, including any provisions that are required or permitted to be set forth in the operating agreement.

(C) All provisions of the articles of organization shall be binding upon the limited liability company, its members, and managers. Provided, however, as among (or between) the members, the managers, and among the members and managers, if an optional provision of the articles of organization as permitted under subsection (B) of this section is inconsistent with the operating agreement for the limited liability company, the operating agreement shall control.

Section 33-43-203. Amendment of articles of organization; restatement.

(A) The articles of organization of a limited liability company may be amended by filing articles of amendment with the Secretary of State. The articles of amendment shall set forth:

(1) the name of the limited liability company;

(2) the date the articles of organization were filed; and

(3) the amendment to the articles of organization.

(B) The articles of organization may be amended so long as the articles, as amended, contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.

(C) The articles of organization of a limited liability company must be amended when:

(1) there is a change in the name of the limited liability company;

(2) there is a false or erroneous statement in the articles of organization;

(3) there is a change in the time, as stated in the articles of organization, for the dissolution of the limited liability company;

(4) a limited liability company which is authorized to be managed by managers is no longer managed by managers;

(5) a limited liability company managed by members elects to be managed by managers; and

(6) the members desire to make a change in any other statement in the articles of organization in order for the articles to accurately represent the agreement among them.

(D) Articles of organization may be restated at any time. Restated articles of organization shall be filed with the Secretary of State and shall be specifically designated as such in the heading and shall state either in

Section 33-43-204. Execution of documents.

(A) Unless otherwise provided in any other section of this chapter, any document required by this chapter to be filed with the Secretary of State shall be executed:

(1) if management of the limited liability company is vested in one or more managers by any manager;

(2) if management of the limited liability company is reserved to the members by any member;

(3) if the limited liability company has not been formed by the persons forming the limited liability company; or

(4) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(B) The person executing the document shall sign it and state beneath or opposite his signature the person's name and the capacity in which he signs.

(C) The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document need not be filed with the Secretary of State, but shall be retained by the limited liability company.

Section 33-43-205. Filing with the Secretary of State.

Articles of incorporation or any other document to be filed pursuant to this chapter shall be delivered to the office of the Secretary of State, duly executed and accompanied by one exact or conformed copy. Should the Secretary of State determine that a document conforms to the filing provisions of this chapter, including the payment of all required fees, the Secretary of State shall:

(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of the document's acceptance for filing;

(2) retain the signed original in the Secretary of State's files; and

(3) return the duplicate copy to the person who filed it or the person's representative.

Section 33-43-206. Effect of delivery or filing of articles of organization.

(A) A limited liability company is formed when the articles of organization are filed by the Secretary of State.

(B) Each copy of the articles of organization stamped `filed' and marked with the filing date is conclusive proof that all conditions precedent required to be performed by the organizers have been complied

Section 33-43-301. Agency power of members and managers.

(A) Except as provided in subsection (B), every member is an agent of the limited liability company for the purpose of its business or affairs, and the act of any member including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the limited liability company business or businesses of the kind carried on by the limited liability company binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.

(B) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:

(1) no member, solely by reason of being a member, is an agent of the limited liability company; and

(2) every manager is an agent of the limited liability company for the purpose of its business or affairs, and the act of any manager including, but not limited to, the execution in the name of the limited liability company of any instrument, for apparently carrying on in the usual way the limited liability company business or businesses of the kind carried on by the limited liability company binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.

(C) An act of a manager or a member which is not apparently for the carrying on in the usual way the limited liability company business or business of the kind carried on by the limited liability company does not bind the limited liability company unless authorized in accordance with an operating agreement or the articles of organization.

Section 33-43-303. Limited liability company charged with knowledge of or notice to member or manager.

(A) Except as provided in subsection (B), notice to any member of any matter relating to the business or affairs of the limited liability company, and the knowledge of the member acting in the particular matter, acquired while a member or known at the time of becoming a member, and the

(B) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:

(1) notice to any manger of any matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter acquired while a manager known at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, operate as notice to or knowledge of the limited liability company. However, (a) if any manager has knowledge of a matter and acts fraudulently toward the limited liability company in respect to such information, the knowledge of the manager shall not be imputed to the limited liability company; and (b) if notice is given to any manager who is acting adversely to the limited liability company and the notifier has knowledge of such adversity, such information shall not be imputed to the limited liability company; and

(2) notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.

Section 33-43-304. Liability of members and managers to third parties.

(A) A person who is a member or a manager of a limited liability company is not liable, solely by reason of being a member or being a manager, under a judgment, decree, or order of a court, or in any other manner for a debt, obligation, or liability of the limited liability company, whether arising in contract, tort, or otherwise or for the acts or omission of any other member, manager, agent, or employee of the limited liability company.

(B) Each individual who renders professional services on behalf of a domestic or foreign limited liability company is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. A member of a domestic or foreign limited liability company which renders professional services, as defined in Section 33-43-102(N), is not liable; however, for

(C) A domestic or foreign limited liability company which renders professional services, as defined in Section 33-43-102(N), whose members, managers, agents, or employees perform professional services within the scope of their employment or of their apparent authority to act for the limited liability company is liable to the same extent those members, managers, agents, or employees who render professional services on behalf of the domestic or foreign limited liability company.

Section 33-43-305. Limited Liability Company Bound by Member's Wrongful Act.

Where, by a wrongful act or omission or other actionable conduct of any member, whether or not a manager, or any manager, acting in the ordinary course of the business of the limited liability company, or otherwise with authority, loss or injury is caused to any person, or any penalty is incurred, the limited liability company is liable therefor to the same extent as the member so acting or omitting to act.

Section 33-43-306. Limited Liability Company Bound by Member's Breach of Trust.

(A) The limited liability company is bound to make good the loss where a member, whether or not a manager, or any manager, acting within the scope of his apparent authority, receives money or property of a person who is not a member or manager of the limited liability company and misapplies it.

(B) The limited liability company is bound to make good the loss where in the course of its business it receives money or property of a third person and the money or property so received is misapplied while it is in the custody of the limited liability company.

Section 33-43-401. Management.

(A) Unless the articles of organization vests management of the limited liability company in a manager or managers, management of the business or affairs of the limited liability company is vested in the members.

(B) If the articles of organization vest management of the limited liability company in one or more managers, then the manager or managers shall have exclusive power to manage the business and affairs of the limited liability company except to the extent otherwise provided in an operating agreement. Unless otherwise provided in an operating agreement, managers:

(2) except as provided in subsection (C) of this section need not be members of the limited liability company or natural persons; and

(3) unless they are sooner removed or sooner resign, shall hold office until their successors shall have been elected and qualified.

(C) All of the managers of a limited liability company which renders a professional service, as defined in Section 33-43-102(N), shall be individuals who are authorized by law in this or another state to render a professional service which is rendered by the limited liability company.

Section 33-43-402. Fiduciary duties of managers and members.

(A) Duties of loyalty.

A member shall:

(1) account to the limited liability company and hold for it as trustee any property, profit, or benefit derived by the member in the conduct and winding up of the limited liability company business or derived from a use by the member of limited liability company property, including the appropriation of a limited liability company opportunity;

(2) refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business, as or on behalf of a party having an interest adverse to the limited liability company except upon full disclosure and approval in writing by more than one-half by number of the disinterested members or as otherwise provided in the articles of organization or an operating agreement; and,

(3) refrain from competing with the limited liability company in the conduct of the limited liability company business before the dissolution of the limited liability company.

In no event may the members, even by unanimous written consent eliminate any of the duties imposed in paragraphs (1), (2), or (3) of this subsection A, but with the unanimous written consent of all the members, the members may specifically authorize specific types or categories of permitted conduct so long as such are not manifestly unreasonable.

(B) Duty of care.

A member, in conducting and winding up the business of the limited liability company, shall refrain from engaging in grossly negligent conduct, intentional misconduct, and knowing violation of the law. Even with the unanimous written consent of all the members, this duty of care may not be reduced.

(C) Good faith and fair dealing.

(D) A member does not violate a duty or obligation under this act or under the operating agreement merely because the member's conduct furthers the member's own interest.

(E) This section applies to a person winding up the limited liability company business as the personal or legal representative of the last surviving member as if the person were a member.

(F) The standards of conduct expressed in this Section 33-43-402 are applicable to all members in a member-managed limited liability company. In a manger-managed limited liability company:

(1) the managers shall be held to the same standards of conduct set forth in (A) through (E);

(2) a member who is not a manager shall have no duties to the limited liability company or to other members solely by reason of being a member; and,

(3) only the members shall have the right to specifically authorize conduct as provided in subsections (A), (B), and (C).

Section 33-43-403. Voting.

(A) Unless otherwise provided in an operating agreement or this chapter, and subject to subsection (B), the affirmative vote, approval, or consent of more than one-half by number of the members, if management of the limited liability company is vested in the members, or of the managers if the management of the limited liability company is vested in managers, shall be required to decide any matter connected with the business of the limited liability company.

(B) Unless otherwise provided in writing in an operating agreement, the affirmative vote, approval, or consent of all members shall be required to:

(1) amend an operating agreement; or

(2) authorize a manager or member to do any act on behalf of the limited liability company that contravenes a written operating agreement, including any written provision thereof which expressly limits the purpose, business, or affairs of the limited liability company or the conduct thereof.

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