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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,

(7) perform other necessary acts, including settlement of disputes by mediation or arbitration.

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).

(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.

Section 33-43-906. Articles of 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.

(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.

(B) The notice must:

(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:

(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 privileges than a domestic limited liability company and its members and managers with respect to transactions and relationship with persons who are not members. The certificate of authority does not authorize the foreign limited liability company to exercise any powers or engage in any business that a domestic limited liability company is forbidden to exercise or engage in by the laws of this State.

Section 33-43-1002. Application for certificate of authority.

(A) A foreign limited liability company 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 company that satisfies the requirements of Section 33-43-1004;

(2) the name of the state or country under which it is organized;

(3) its date of organization and the latest date upon which the limited liability company is to dissolve;

(5) if management of the limited liability company is vested in a manager or managers, a statement to that effect.

(B) The foreign limited liability company 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 company records in the state or country under which law it is organized.

(C) If the foreign limited liability company renders `professional services' as defined in Section 33-43-102(N), a statement that all of its members are licensed in one or more states to render the professional services which the foreign limited liability company practices and that one or more of its members is licensed in South Carolina to render such professional services.

Section 33-43-1003. Issuance of registration.

(A) If the Secretary of State finds that an application for registration conforms to the provisions of this article and all requisite fees have been paid, the Secretary shall:
(1) endorse on each signed original and duplicate copy the word `filed' and the date and time of its 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.

(B) If the Secretary of State is unable to make the determination required for filing by subsection (A) at the time any documents are delivered for filing, the documents are deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:

(1) the documents as delivered conform to the filing provisions of this act; or

(2) within twenty days after notification of nonconformance is given by the Secretary of State to the person who delivered the documents for filing for the person's representative, the documents are brought into conformance.

(C) If the filing and determination requirements of this act are not satisfied within the time prescribed in subsection (B)(2), the documents shall not be filed.

Section 33-43-1004. Name.

No certificate of registration shall be issued to a foreign limited liability company unless the name of such company satisfies the requirements of Section 33-43-103. If the name under which a foreign limited liability is

Section 33-43-1005. Amendments.

(A) The application for registration of a foreign limited liability company is amended by filing articles of amendment with the Secretary of State signed by a person with authority to do so under the laws of the State or other jurisdiction of its formation. The articles of amendment shall set forth:

(1) the name of the foreign limited liability company;

(2) the date the original application for registration was filed; and

(3) the amendment to the application for registration.

(B) the application for registration may be amended in any way, provided that the application for registration, as amended, contains only provisions that may be lawfully contained in an application for registration at the time of the amendment.

(C) A foreign limited liability company authorized to transact business in South Carolina must obtain an amended certificate of authority from the Secretary of State if it changes:

(1) its limited liability company name;

(2) the period of its duration;

(3) the state or country of its organization;

(4) from a member managed limited liability company to a limited liability company managed by managers;

(5) from a limited liability company managed by managers to a limited liability company managed by its members;

An amended certificate of authorization must also be obtained if:

(6) there is a false or erroneous statement in the original filed application for a certificate of authority.

Section 33-43-1006. Cancellation of registration.

(A) A foreign limited liability company authorized to transact business in this State may cancel its registration upon procuring from the Secretary of State a certificate of cancellation. In order to procure such certificate, the foreign limited liability company shall deliver to the Secretary of State an application for cancellation, which shall set forth:

(1) the name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is formed;

(2) that the foreign limited liability company is not transacting business in this State;

(4) that the foreign limited liability company revokes the authority of its registered agent for service of process in this State and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this State may thereafter be made on such foreign limited liability company by service thereof upon the Secretary of State; and

(5) an address to which a person may mail a copy of any process against the foreign limited liability company.

(B) The application for cancellation shall be in the form and manner designated by the Secretary of State and shall be executed on behalf of the foreign limited liability company by a person with authority to do so under the laws of the State or other jurisdiction of its formation, or, if the foreign limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary by that fiduciary.

(C) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited liability company with respect to causes of action arising out of the doing of business in this State.

Section 33-43-1007. Transaction of business without registration.

(A) A foreign limited liability company transacting business in this State may not maintain an action, suit, or proceeding in a court of this State until it has registered in this State.

(B) The failure of a foreign limited liability company to register in this State does not:

(1) impair the validity of any contract or act of the foreign limited liability company;

(2) affect the right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or

(3) prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this State.

(C) A foreign limited liability company, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to a cause of action arising out of the transaction of business in this State.

(D) A foreign limited liability company which transacts business in this State without registration shall be liable to the State for the years or parts thereof during which it transacted business in this State without registration in an amount equal to all fees which would have been imposed by this chapter upon that foreign limited liability company had it duly

(E) A foreign limited liability company which transacts business in this State without registration shall be subject to a civil penalty, payable to the State of ten dollars per day, not to exceed one thousand dollars per year.

(F) The civil penalty set forth in subsection (E) may be recovered in an action brought within a court by the Attorney General. Upon a finding by the court that a foreign limited liability company has transacted business in this State in violation of this chapter, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transactions of the business of the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in this State. The foreign limited liability company shall be enjoined from transacting business in this State until all civil penalties plus any interest and court costs which the court may assess have been paid and until the foreign limited liability company has otherwise complied with the provisions of this article.

(G) A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because the limited liability company transacted business in this State without registration.

Section 33-43-1008. Authority to transact business required.

(A) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

(B) The following activities, among others, do not constitute transacting business within the meaning of subsection (A):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the members or managers or carrying on other activities concerning internal affairs;

(3) maintaining bank accounts;

(4) selling through independent contractors;

(5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

(6) creating or acquiring any indebtedness, mortgages, and security interests in real or personal property;

(7) securing or collecting any debts or enforcing mortgages, security interests, or any other rights in property securing debts;

(8) owning, without more, real or personal property;

(10) transacting business in interstate commerce;

(11) is a member or manager of a limited liability company or foreign limited liability company that is transacting business within this State.

(C) A foreign limited liability company which renders a professional service is not required to obtain a certificate of authority to transact business in this State unless it maintains or intends to maintain an office in this State for the conduct of business or professional practice.

(D) The list of activities in subsection (B) is not exhaustive.

Section 33-43-1101. Rendering professional services.

(A) A domestic or foreign limited liability company may render professional services in this State only through individuals licensed or otherwise authorized in this State to render the services.

(B) Subsection (A) does not:

(1) require an individual employed by a limited liability company to be licensed to perform services for the limited liability company if a license is not required otherwise;

(2) prohibit a licensed individual from rendering professional services in his individual capacity although he is a member or manager of a domestic or foreign limited liability company which also renders professional services; or,

(3) prohibit an individual licensed in another state from rendering professional services for a domestic or foreign limited liability company in this State if not prohibited by the licensing authority.

Section 33-43-1102. Confidential relationships.

(A) The relationship between an individual rendering professional services as a member, manager, agent, or employee of a domestic or foreign limited liability company which renders professional services, as defined in Section 33-43-102(N), and his client or patient, is the same as if the individual were rendering the services as a sole practitioner.

(B) The relationship between a domestic or foreign limited liability company which renders professional services, as defined in Section 33-43-102(N), and the client or patient for whom its employees, members, managers, or agents are rendering professional services is the same as that between the client or patient and the person providing the service.

Section 33-43-1103. Privileged communications.

Section 33-43-1104. Purposes.

(A) Except to the extent authorized by subsection (B), a South Carolina limited liability company whose purpose is to render professional services, may only: (i) render professional services within a single profession, and (ii) render services ancillary to the professional services. It may not engage in other business activities except as authorized by subsection (B).

(B) A limited liability company may render professional services in two or more professions and engage in any lawful business authorized by Section 33-43-106, to the extent the combination of professional purposes or of professional and business purposes is authorized by the licensing law of this State applicable to each profession in the combination. A limited liability company whose purpose is to render professional services may invest its funds in real estate, mortgages, securities, or any other type of investment.

Section 33-43-1105. Judicial dissolution.

The Attorney General may commence a proceeding to dissolve a limited liability company which renders professional services if:

(1) the Secretary of State or a licensing authority with jurisdiction over the limited liability company which renders professional services serves written notice on the limited liability company that it has violated or is violating a provision of this chapter (other than the provisions specified in Section 33-43- 901.1, a violation of which gives the Secretary of State authority to administratively dissolve the limited liability company);

(2) the limited liability company does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State or licensing authority that this did not occur, within sixty days after service of the notice is perfected; and

(3) the Secretary of State or licensing authority certifies to the Attorney General a description of the violation, that it notified the limited liability company of the violation, and that the limited liability company

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