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SECTION 323. Section 33-42-40(b) of the 1976 Code is amended to read:

"(b) The reservation shall be made by filing with the Secretary of State Department of Commerce an application, executed by the applicant, to reserve a specified name. If the Secretary of State Department of Commerce finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days. Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty days after the expiration of the last one hundred twenty day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of transfer, executed by the applicant for whom the name was received and specifying the name and address of the transferee."

SECTION 324. Section 33-42-45 of the 1976 Code is amended to read:

"Section 33-42-45. (a) This section rather than Sections 39-13-10 through 39-13-40 of the 1976 Code governs the registration of assumed names of limited partnerships formed or transacting business in South Carolina.

(b) A limited partnership that conducts or intends to conduct business in this State under a name other than the name shown in its certificate of limited partnership (or in the case of a foreign limited partnership that has registered in this State, the name shown in its certificate of registration to transact business in this State) shall file with the Secretary of State Department of Commerce an assumed name certificate which shall state the name shown on its certificate of limited partnership (or certificate of registration in the case of a foreign limited partnership), the name under which the limited partnership's business is to be conducted, which assumed name shall not be deceptively similar to the name of any domestic or foreign limited partnership authorized to transact business in this State, or to any reserved name pursuant to Section 33-42-40 and the address of the partnership's registered office required to be maintained in this State.

(c) Such filing shall be effective, unless sooner terminated by the filing of a certificate of termination or by the cancellation of the certificate of

(d) The Secretary of State Department of Commerce shall maintain current lists, alphabetically arranged, of the partnership registrants and assumed names permitted hereunder.

(e) The failure of any limited partnership to file the assumed name certificate required by subsection (b) does not:

(i) impair the validity of any contract or act of the limited partnership;

(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court of this State; or

(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required assumed name certificate."

SECTION 325. Section 33-42-210 of the 1976 Code is amended to read:

"Section 33-42-210. (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State Department of Commerce. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the address of the office and the name and address of the agent for service of process required to be maintained by Section 33-42-50;

(3) the name and a mailing address of each general partner;

(4) The latest date upon which the limited partnership is to dissolve; and

(5) any other matters the partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State

SECTION 326. Section 33-42-220 of the 1976 Code is amended to read:

"Section 33-42-220. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State Department of Commerce. The certificate shall set forth:

(1) the name of the limited partnership;

(2) the date of filing the certificate; and

(3) the amendment to the certificate.

(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1) the admission of a new general partner;

(2) the withdrawal of a general partner; or

(3) the continuation of the business under Section 33-42-1410 after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the thirty-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

(g) (1) Each limited partnership formed before June 27, 1984, shall file no later than January 1, 1988, a certificate of amendment pursuant to this chapter causing such limited partnership to comply with the requirements of Section 33-42-30 respecting the name of the limited partnership, Section 33-42-50(1) respecting the office of the limited partnership at which certain records are to be kept, and Section 33-42-50(2) respecting the agent for service of process on the limited partnership. However, a limited partnership formed before June 27, 1984, is required to file the certificate of amendment only to the extent it does not fully comply with Sections 33-42-30 and 33-42-50 on or before

(2) The failure of any limited partnership formed before June 27, 1984, to comply with subsection (g)(1) shall result on January 1, 1988, in, but only to, the extent of the failure:

(i) the designation of the principal place of business of the limited partnership as specified in the limited partnership's certificate of limited partnership on that date as the office of partnership at which certain records are to be kept for purposes of Section 33-42-50(1);

(ii) the designation of the Secretary of State Department of Commerce as the agent for service of process on such limited partnership for purposes of Section 33-42-50(2); and

(iii) the limited partnership being prohibited from filing any other certificate of amendment unless it satisfies the requirements of subsection (g)(1).

(3) The failure of any limited partnership formed before June 27, 1984, to file the certificate of amendment required by subsection (g)(1) does not:

(i) impair the validity of any contract or act of the limited partnership;

(ii) prevent the limited partnership from maintaining or defending any action, suit, or proceeding in any court in this State; or

(iii) result in any limited partner becoming liable as a general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment."

SECTION 327. Section 33-42-230 of the 1976 Code is amended to read:

"Section 33-42-230. A certificate of limited partnership must be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the office of the Secretary of State Department of Commerce and set forth:

(1) the name of the limited partnership;

(2) the date of filing of its certificate of limited partnership;

(3) the reason for filing the certificate of cancellation;

(4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the general partners filing the certificate determine."

"(a) Each certificate required by this article to be filed in the office of the Secretary of State Department of Commerce must be executed in the following manner:

(1) an original certificate of limited partnership must be signed by all general partners named therein;

(2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new or substitute general partner; and

(3) a certificate of cancellation must be signed by all general partners."

SECTION 329. Section 33-42-250 of the 1976 Code is amended to read:

"Section 33-42-250. If a person required by Section 33-42-240 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county in which the limited partnership's office designated pursuant to Section 33-42-50(1) is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person designated has failed or refused to execute the appropriate certificate, it shall order the Secretary of State Department of Commerce to record an appropriate certificate."

SECTION 330. Section 33-42-260 of the 1976 Code is amended to read:

"Section 33-42-260. (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) must be delivered to the Secretary of State Department of Commerce. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State Department of Commerce finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:

(1) endorse on each duplicate original the word `Filed' and the day, month, and year of the filing thereof;

(2) file one duplicate original in his office; and

(3) return the other duplicate original to the person who filed it or his representative.

(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the Secretary of State Department of Commerce, the certificate of limited partnership shall be amended as set

SECTION 331. Section 33-42-280 of the 1976 Code is amended to read:

"Section 33-42-280. The fact that a certificate of limited partnership is on file in the office of the Secretary of State Department of Commerce is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact."

SECTION 332. Section 33-42-290 of the 1976 Code is amended to read:

"Section 33-42-290. Upon the return by the Secretary of State Department of Commerce pursuant to Section 33-42-260 of a certificate marked `Filed', the general partners shall promptly deliver or mail a copy of the certificate of limited partnership or the certificate of amendment or cancellation or restated certificate or any judicial decree of any of the above, as the case may be, to each limited partner unless the partnership agreement provides otherwise."

SECTION 333. Section 33-42-310 of the 1976 Code is amended to read:

"Section 33-42-310. Certificates of limited partnership and certificates of amendment filed in any official county records of this State pursuant to any applicable statute of this State prior to June 27, 1984, are of no further force or effect for any purpose under this chapter on or after June 27, 1984. All certificates of amendment, certificates of cancellation, and restated certificates are fully effective to amend or cancel the certificates of limited partnership, as the case may be, upon proper filing thereof with the office of the Secretary of State Department of Commerce pursuant to the requirements of this chapter."

SECTION 334. Section 33-42-320 of the 1976 Code is amended to read:

"Section 33-42-320. (a) Pursuant to an agreement, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this State or any other state with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership.

(b) A domestic limited partnership that is not the surviving or resulting limited partnership in the merger or consolidation shall file a certificate of cancellation which shall have an effective date not later than the effective date of the merger or consolidation.

(d) When the certificate of cancellation required by Section 33-42-230 shall have become effective, for all purposes of the laws of this State, all of the rights, privileges, and powers of the limited partnerships that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of said limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships, shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, in any of such limited partnerships, shall not revert or be in any way impaired by reason of this section; but all rights of creditors and all liens upon any property of any of said limited partnerships shall be preserved unimpaired, and all debts, liabilities, and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership and may be enforced against it to the same extent as if said debts, liabilities, and duties have been incurred or contracted by it.

(e) This section shall have no legal effect on any other method of combining two or more limited partnerships made prior or subsequent to its enactment."

SECTION 335. Section 33-42-440 of the 1976 Code is amended to read:

"Section 33-42-440. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its

(1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2) withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State Department of Commerce a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction."

SECTION 336. Section 33-42-1620 of the 1976 Code, as last amended by Part II, Act 497 of 1994, is further amended to read:

"Section 33-42-1620. Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State Department of Commerce. In order to register, a foreign limited partnership shall submit to the Secretary of State Department of Commerce, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:

(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;

(2) the state and date of its formation;

(3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State;

(4) a statement that the Secretary of State Department of Commerce is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subsection (3) or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;

(5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(6) the name and a mailing address of each general partner; and

By registering, the foreign limited partnership agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the courts of this State to determine its South Carolina tax liability, including withholding and estimated taxes, together with related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 337. Section 33-42-1630 of the 1976 Code is amended to read:

"Section 33-42-1630. (a) If the Secretary of State Department of Commerce finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

(1) endorse on the application the word `Filed', and the month, day, and year of the filing thereof;

(2) file in his office a duplicate original of the application; and

(3) issue a certificate of registration to transact business in this State.

(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative."

SECTION 338. Section 33-42-1640 of the 1976 Code is amended to read:

"Section 33-42-1640. (a) A foreign limited partnership may register with the Secretary of State Department of Commerce under any name (whether or not it is the name under which it is registered in its state of organization) that could be registered by a domestic limited partnership under Section 33-42-30.

(b) A foreign limited partnership transacting business in this State under a name other than the name shown on the certificate of registration shall comply with provisions of Section 33-42-45."

SECTION 339. Section 33-42-1650 of the 1976 Code is amended to read:

"Section 33-42-1650. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the Secretary of State Department of Commerce a certificate, signed and sworn to by a general partner, correcting such statement."

"Section 33-42-1660. A foreign limited partnership may cancel its registration by filing with the Secretary of State Department of Commerce a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State Department of Commerce to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this State."

SECTION 341. Section 33-42-1670 of the 1976 Code is amended to read:

"Section 33-42-1670. (a) A foreign limited partnership transacting business in this State may not maintain any action, suit, or proceeding in any court of this State until it has registered in this State.

(b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.

(d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State Department of Commerce as its agent for service of process with respect to causes of action arising out of the transaction of business in this State."

SECTION 342. Section 33-42-2040 of the 1976 Code is amended to read:

"Section 33-42-2040. (a) The Secretary of State Department of Commerce shall charge ten dollars for filing any document required to be filed pursuant to this chapter. This charge shall include the cost of sending to the person requesting the filing, or that person's designee, a duplicate copy of the document submitted with the original showing the date of filing.

(b) In all other cases of requests for copies of documents filed pursuant to this chapter, the Secretary of State Department of Commerce shall charge one dollar for the first page, fifty cents for each additional page, and two dollars for furnishing a certificate under seal."

SECTION 343. Section 33-43-103 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-103. (A) The name of each limited liability company must contain the words `limited liability company' or `limited company'

| Printed Page 2680, Apr. 24 | Printed Page 2700, Apr. 24 |