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(D) Unless otherwise provided in writing in an operating agreement, a member who assigns his entire limited liability company interest ceases to be a member or to have the power to exercise any rights of a member when the assignee becomes a member with respect to the entire assigned interest.

Section 33-43-801. Admission of members.

(A) Subject to subsections (B) and (C), a person may become a member in a limited liability company:

(1) in the case of a person acquiring a limited liability company interest directly from the limited liability company, upon compliance with an operating agreement or, if an operating agreement does not so provide in writing, upon the written consent of all members; and

(2) in the case of an assignee of a limited liability company interest, as provided in Section 33-43-706.

(B) The effective time of admission of a member to a limited liability company shall be the later of:

(1) the date the limited liability company is formed; or

(2) the time provided in an operating agreement or, if no such time is provided therein, then when the person's admission is reflected in the records of the limited liability company.

(C) A domestic limited liability company formed in South Carolina and which renders professional service, as is defined in Section 33-43-102(N), may only admit as members:

(1) individuals who are authorized by law in this or another state to render a professional service the limited liability company practices;

(2) general partnerships in which all the partners are licensed in one or more states to practice a professional service which the limited liability company practices, and at least one partner is authorized by law in this State to render such professional service;

(3) professional corporations, domestic or foreign, authorized by law in this State to render a professional service which the limited liability company practices; and

If a licensing authority with jurisdiction over a professional considers it necessary to prevent violations of the ethical standards of the profession, the authority by rule may restrict or condition, or revoke in part, the authority of limited liability companies subject to its jurisdiction to permit persons or organizations to be members of limited liability companies.

Section 33-43-802. Events of dissociation.

(A) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events:

(1) the member withdraws by voluntary act from the limited liability company;

(2) the member ceases to be a member of the limited liability company as provided in Section 33-43-706;

(3) the member is removed as a member;

(a) in accordance with an operating agreement or,

(b) unless otherwise provided in writing in the operating agreement, when a member assigns all of his interest in the limited liability company, by an affirmative vote of a majority in interest of the members who have not assigned their interests;

(4) the member;

(a) makes an assignment for the benefit of creditors,

(b) files a voluntary petition in bankruptcy,

(c) is adjudicated a bankrupt or insolvent,

(d) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation,

(e) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature or,

(f) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member or of all or any substantial part of the member's properties;

(5) if within one hundred twenty days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within one hundred twenty days after the appointment without his

(6) in the case of a member who is an individual;

(a) the member's death or,

(b) the entry of an order by a court of competent jurisdiction adjudicating the member to be an incapacitated person so that he lacks sufficient understanding or capacity to make or communicate responsible decisions concerning his person or property.

(7) in the case of a member which is a trust or is acting as a member by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(8) in the case of a member that is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company;

(9) in the case of a member that is a corporation, the filing of a certificate of its dissolution or the equivalent for the corporation, or the lapse of ninety days after notice to the corporation of revocation without a reinstatement of its charter;

(10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the limited liability company;

(11) in the case of a member which is a partnership, the dissolution and commencement of winding up of the partnership;

(12) on application by the limited liability company or another member, the member's expulsion by judicial decree because,

(a) the member engaged in wrongful conduct that adversely and materially affected the limited liability company business;

(b) the member wilfully or persistently committed a material breach of the operating agreement or of a duty owed to the limited liability company or the other members under Section 33-43-402 or any other agreement between the member and the limited liability company or other members;

(c) it is unlawful to carry on the limited liability company business with the member; or,

(d) the member engaged in conduct relating to the limited liability company business which makes it not reasonably practicable to carry on the business with that member, or;

(13) if the member is not an individual, partnership, limited liability company, corporation, trust, or estate; upon termination of the member.

Section 33-43-803. Member's wrongful dissociation.

(A) A member's dissociation is wrongful only if:

(1) it is in breach of a written provision of the operating agreement; or

(2) before the expiration of the stated duration of the limited liability company the member withdraws by express will as provided in Section 33-43-802(A)(1), unless either: (i) the withdrawal follows the dissociation of another member which results in a dissolution of the limited liability company under Section 33-43-901, or (ii) the withdrawal is permitted by a written provision of the operating agreement;

(3) the member is expelled by judicial decree;

(4) the member is removed as a member in accordance with an operating agreement as provided in Section 33-43-802(A)(3)(a); or,

(5) in the case of a member who is not an individual, trust, other than a business trust, or estate, the member is expelled or otherwise dissociated because it wilfully dissolved or terminated.

(B) A wrongfully dissociating member is liable to the limited liability company and to the other members for damages caused by the dissociation including the reasonable costs of obtaining replacement of the services the withdrawn member was obligated to perform. The limited liability company may offset the damages against the amount otherwise distributable to the wrongfully dissociating member in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law.

Section 33-43-901. Dissolution.

A limited liability company is dissolved and its affairs shall be wound up only upon the happening of the first to occur of the following:

(A) at the time or upon the occurrence of events specified in writing in the articles of organization or an operating agreement;

(B) the written consent of all members;

(C) an event of dissociation of a member, unless, (1) within ninety days after a member dissociation a majority in interest of the remaining members (or any greater percentage as provided in the operating agreement) agree in writing to continue the business of the limited liability company (`a majority in interest' shall require the majority vote of both those members owning a majority of the capital and also those holding a

(D) entry of a decree of judicial dissolution under Section 33-43-902 or Section 33-43-1105; or,

(E) administrative dissolution pursuant to Section 33-43-901.1.

Section 33-43-901.1.Grounds for administrative dissolution.

(A) The Secretary of State shall commence a proceeding under Section 33-43-901.2 to dissolve a limited liability company administratively if:

(1) the limited liability company does not pay when they are due any taxes, interest, or penalties imposed by law of this State;

(2) the limited liability company is without a registered agent or registered office in this State; or

(3) the limited liability company does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.

(B) The Secretary of State shall dissolve a limited liability company under Section 33-43-901.2(C) if he is notified by the Department of Revenue and Taxation that the limited liability company has failed to file a required tax return within sixty days of the notice they are delinquent.

Section 33-43-901.2.Procedure for and effect of administrative dissolution.

(A) If the Secretary of State determines that grounds exist under Section 33-43-901(A) for dissolving a limited liability company, he shall mail written notice of his determination to the limited liability company.

(B) If the 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 within sixty days after the notice required by subsection (A) was mailed, the Secretary of State shall dissolve the limited liability company administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and send a copy to the limited liability company by registered or certified mail addressed to its registered agent at its registered office.

(C) If the Secretary of State is notified by the Department of Revenue and Taxation that the limited liability company has failed to file a required tax return within sixty days of the notice they are delinquent, the Secretary of State shall dissolve the limited liability company administratively by signing a certificate of dissolution that recites the grounds for dissolution and its effective date. The Secretary of State shall file the original of the

(D) A limited liability company dissolved administratively may wind up its business and affairs pursuant to the provisions of Section 33-43-904, distribute its assets as provided in Section 33-43-905, file articles of dissolution pursuant to Section 33-43-906, and notify claimants pursuant to Section 33-43-907 and Section 33-43-908.

(E) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.

Section 33-43-901.3.Reinstatement following administrative dissolution.

(A) A limited liability company dissolved administratively under Section 33-43-901.2 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution and prior to the latest date upon which the limited liability company is to dissolve as set forth in the dissolved limited liability company's articles of organization. The applicant must:

(1) recite the name of the limited liability company and the effective date of its administrative dissolution;

(2) state that the grounds for dissolution either did not exist or have been eliminated;

(3) state that the limited liability company's name satisfies the requirements of Section 33-43-103; and

(4) contain a certificate from the South Carolina Department of Revenue and Taxation reciting that all taxes, penalties, and interest owed by the limited liability company, whether assessed or not, have been paid.

(B) If the Secretary of State determines that the application contains the information required by subsection (A) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the limited liability company.

(C) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the limited liability company resumes carrying on its business as if the administrative dissolution had never occurred.

Section 33-43-901.4.Appeal from denial of reinstatement.

(A) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, he shall send a written notice that explains the reasons for denial to the limited

(B) The limited liability company may appeal the denial of reinstatement to the court of common pleas for Richland County within thirty days after the notice of denial was received. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited liability company's application for reinstatement, and the Secretary of State's notice of denial.

(C) The court may summarily order the Secretary of State to reinstate the dissolved limited liability company or may take other action the court considers appropriate.

(D) The court's final decision may be appealed as in other civil proceedings.

Section 33-43-902. Judicial dissolution.

On application by or for a member, the court of common pleas in the county of the principal place of business may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business of the limited liability company.

Section 33-43-903. Winding up.

Unless otherwise provided in writing in an operating agreement:

(A) The business or affairs of the limited liability company may be wound up by the members or managers who have authority pursuant to Section 33-43-401 to manage the limited liability company before dissolution, and who have not wrongfully dissociated. Provided, however, that upon the application of any member, a member's legal representative, or assignee, the court of common pleas may order, if one or more of such members or managers has engaged in wrongful conduct or upon other cause shown, judicial supervision of the winding up.

(B) The persons winding up the business or affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:

(1) preserve the limited liability company business or property as a going concern for a reasonable time;

(2) prosecute and defend suits;

(3) settle and close the business of the limited liability company;

(4) dispose of and transfer the property of the limited liability company;

(5) discharge the liabilities of the limited liability company;

(6) distribute to the members any remaining assets of the limited liability company; and,

Section 33-43-904. Agency power of managers or members after dissolution.

(A) Except as provided in subsections (C), (D), and (E), after dissolution of the limited liability company, each of the members or managers having authority to wind up the limited liability company's business and affairs can bind the limited liability company:

(1) by any act appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and

(2) by any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.

(B) The filing of the articles of dissolution shall be presumed to constitute notice of dissolution for purposes of subsection (A)(2).

(C) An act of a member which is not binding on the limited liability company pursuant to subsection (A) is binding if it is otherwise authorized by the limited liability company.

(D) An act of a member which would be binding under subsection (A) or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.

(E) If the articles of organization vest management of the limited liability company in managers, a manager shall have the authority of a member provided for in subsection (A), and no member shall have such authority if the member is acting solely in the capacity of a member.

Section 33-45-905. Distribution of assets.

Upon the winding up of a limited liability company, the assets shall be distributed as follows:

(A) payment, or adequate provision for payment, shall be made to creditors including, to the extent permitted by law, members who are creditors in satisfaction of liabilities of the limited liability company;

(B) unless otherwise provided in writing in an operating agreement, to members or former members in satisfaction of liabilities for distributions under Sections 33-43-601 and 33-43-602; and

(C) unless otherwise provided in writing in an operating agreement, to members and former members first for the return of their contributions and second in proportion to the members' respective rights to share in distributions from the limited liability company prior to dissolution.

After the dissolution of the limited liability company pursuant to Section 33-43-901, the limited liability company may file articles of dissolution with the Secretary of State which set forth:

(A) the name of the limited liability company;

(B) the date of filing of its articles of organization and all amendments thereto;

(C) the reason for filing the articles of dissolution;

(D) the effective date (which shall be a date certain) of the articles of dissolution if they are not to be effective upon the filing; and

(E) any other information the members or managers filing the certificate shall deem proper.

Section 33-43-907. Known claims against dissolved limited liability.

(A) Upon dissolution, a limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 33-43-906 and following the procedures described in this section.

(B) The limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice must:

(1) describe information that must be included in a claim;

(2) provide a mailing address where a claim may be sent;

(3) state the deadline, which may not be fewer than one hundred twenty days after the later of the date of the written notice or the filing of articles of dissolution pursuant to Section 33-43-906, by which the limited liability company must receive the claim; and

(4) state that the claim will be barred if not received by the deadline.

(C) A claim against the limited liability company is barred:

(1) if a claimant who was given written notice under subsection (B) does not deliver the claim to the limited liability company by the deadline;

(2) if a claimant whose claim was rejected by the limited liability company does not commence a proceeding to enforce the claim within ninety days after the date of the rejection notice.

(D) For purposes of this section, `claim' does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Section 33-43-908. Unknown claims against dissolved limited liability company.

(A) A limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.

(1) be published once in a newspaper of general circulation in the county where the limited liability company's principal office (or, if none in this State, its registered office) is located;

(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(3) state that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

(C) If the limited liability company publishes a newspaper notice in accordance with subsection (B) and files articles of dissolution pursuant to Section 33-43-906, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the limited liability company within five years after the later of the publication date of the newspaper notice or the filing of the articles of dissolution:

(1) a claimant who did not receive written notice under Section 33-43-907; or

(2) a claimant whose claim was timely sent to the limited liability company but not acted on.

(D) A claim may be enforced under this section:

(1) against the limited liability company to the extent of its undistributed assets; or

(2) if the assets have been distributed in liquidation, against a member of the limited liability company to the extent of his pro rata share of the claim or of the assets of the limited liability company distributed to him in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to him.

Section 33-43-1001.Law governing.

(A) Subject to the Constitution of South Carolina and except as provided in subsection (B), the laws of the State or other jurisdiction under which a foreign limited liability company is organized shall govern the organization and internal affairs, and authority of its managers and members of a foreign limited liability company transacting business in South Carolina.

(B) A foreign limited liability company that has obtained a certificate of authority to transact business in South Carolina pursuant to Chapter 43 of Title 33 and its members and managers have no greater rights and

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