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(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;

(3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization, or (ii) the date the payment is made if it occurs more than one hundred twenty days after the date of authorization.

(D) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

Section 33-43-605. Liability upon wrongful distribution.

(A) A member or manager who votes for or assents to a distribution in violation of an operating agreement or Section 33-43-604 is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating Section 33-43-604 or an operating agreement if it is established that such member or manager did not comply with Section 33-43-604 or the operating agreement and in so voting or assenting violated the standards imposed by Section 33-43-402.

(B) Each member or manager held liable under subsection (A) for a wrongful distribution is entitled to contribution:

(1) from each other member or manager who could be held liable under subsection (A) for the wrongful distribution; and

(2) from each member for the amount the member received in violation of Section 33-43-604 or an operating agreement.

(C) A proceeding under this section is barred unless it is commenced within two years after the date on which the effect of the distribution is measured under Section 33-43-604.

Section 33-43-701. Ownership of limited liability company property.

(A) Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually.

(B) Property is limited liability company property if acquired:

(1) in the name of the limited liability company; or

(i) the person's capacity as a member or manager, or

(ii) of the existence of a limited liability company, but without an indication of the name of the limited liability company.

(C) Property is acquired in the name of the limited liability company by a transfer to:

(1) the limited liability company in its name; or

(2) one or more members or managers in their capacity as either members or managers in the limited liability company, if the name of the limited liability company is indicated in the instrument transferring title to the property.

(D) Property is presumed to be limited liability company property if purchased with limited liability company assets, even if not acquired in the name of the limited liability company or of one or more members with an indication in the instrument transferring title to the property of the person's capacity as a member or of the existence of a limited liability company.

(E) Property acquired in the name of one or more of the members, without an indication in the instrument transferring title to the property of the person's capacity as a member or of the existence of a limited liability company and without use of limited liability company assets, is presumed to be separate property, even if used for limited liability company purposes.

Section 33-43-702. Transfer of property.

(A) Except as provided in subsection (D), property of the limited liability company held in the name of the limited liability company, as provided in Section 33-43-701(C), may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.

(B) Property of the limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.

(C) Property of the limited liability company held in the name of one or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or

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

(1) title to property of the limited liability company that is held in the name of the limited liability company, as provided in Section 33-43-701(C), may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; and

(2) a member, solely by reason of being a member, shall not have authority to transfer property of the limited liability company.

Section 33-43-703. Nature of limited liability company interest.

A limited liability company interest is personal property.

Section 33-43-704. Assignment of limited liability company interest.

(A) Unless otherwise provided in writing in an operating agreement:

(1) a limited liability company interest is assignable in whole or in part;

(2) an assignment entitles the assignee to receive, to the extent assigned, only the distributions to which the assignor would be entitled;

(3) an assignment of a limited liability company interest does not dissolve the limited liability company or entitle the assignee to participate in the management and affairs of the limited liability company or to become or exercise any rights of a member;

(4) until the assignee of a limited liability company interest becomes a member, the assignor continues to be a member and to have the power to exercise any rights of a member, subject to the other members' right to remove the assignor pursuant to Section 33-43-802(A)(3)(b);

(5) until an assignee of a limited liability company interest becomes a member, the assignee has no liability as a member solely as a result of the assignment; and

(6) the assignor of a limited liability company interest is not released from his liability as a member solely as a result of the assignment.

(B) Unless otherwise provided in an operating agreement, the pledge of, or granting of a security interest, lien, or other encumbrance in or against, any or all of the limited liability company interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.

Section 33-43-705. Rights of judgment creditor.

Section 33-43-706. Right of assignee to become a member.

(A) An assignee of a limited liability company interest may become a member only if the other members unanimously consent at the time of the assignment. A member's consent may be withheld for any reason whatsoever. The consent of a member may be evidenced in any manner specified in writing in an operating agreement, but in the absence of such specification, consent shall be evidenced by a written instrument dated and signed by the member.

(B) An assignee who becomes a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this chapter. An assignee who becomes a member also is liable for any obligations of the assignor to make contributions under Section 33-43-502. However, the assignee is not obligated for liabilities of which the assignee had no knowledge at the time he became a member and which could not be ascertained from any written records of the limited liability company kept pursuant to Section 33-43-405.

(C) Unless otherwise provided in writing in an operating agreement, an assignor is not released from his liability to the limited liability company under Section 33-43-502, whether or not an assignee of a limited liability company interest becomes a member.

(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

(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

(4) another foreign or domestic limited liability company in which all of the members are licensed in one or more states to practice a professional service which the limited liability company practices, and at least one member is authorized by law in this State to render such professional services.

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,

(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 consent or acquiescence of a trustee, receiver, or liquidator of the member or of all or any substantial part of his properties, the appointment is not vacated or stayed or if within one hundred twenty days after the expiration of any stay, the appointment is not vacated;

(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

(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.

(B) The members may provide in writing in an operating agreement for other events the occurrence of which shall result in a person ceasing to be a member of the limited liability company.

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.

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 majority of the profits and losses) and, (2) there are then two or more members of the limited liability company remaining;

(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

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 certificate and send a copy to the limited liability company by registered or certified mail addressed to its registered agent at its registered office.

(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:

(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 liability company by registered or certified mail addressed to its registered agent at its registered office.

(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

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