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(B) A limited liability company name may not be the same as or deceptively similar to:

(1) the name filed with the Secretary of State Department of Commerce of any limited liability company, limited partnership, professional corporation, or corporation existing under the laws of this State or foreign limited liability company, foreign corporation, or foreign professional corporation authorized to transact business in this State; or

(2) any name reserved or registered under Section 33-43-104, or any reserved name for a corporation or professional corporation existing under the laws of this State, or any registered name of either a foreign corporation or foreign professional corporation authorized to transact business in this State.

(C) The provisions of subsection (B) shall not apply if the applicant files with the Secretary of State Department of Commerce either of the following:

(1) the written consent of the holder of a reserved or registered name or filed name to use a deceptively similar name if one or more words are added, altered, or deleted to make the name distinguishable from the reserved or registered or filed name; or

(2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name of this State."

SECTION 344. Section 33-43-104 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-104. (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 Department of Commerce 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 Department of Commerce 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 Department of Commerce a signed notice of the transfer that states the name and address of the transferee.

(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 Department of Commerce 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 Department of Commerce 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 liability company thereafter incorporated under Sections 33-43-101 through 33-43-1409 or by another foreign limited liability company thereafter authorized to transact business in this State. The registration terminates when the domestic limited liability company is incorporated or the foreign limited liability company qualifies or consents to the qualification of another foreign limited liability company under the registered name."

SECTION 345. Section 33-43-105 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-105. (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.

(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 Department of Commerce 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.

(D) A registered agent may resign his agency appointment by signing and delivering to the Secretary of State Department of Commerce for filing the signed original and two exact or conformed copies of a statement or resignation. The statement may include a statement that the registered office is also discontinued.

(1) After filing the statement, the Secretary of State Department of Commerce 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 346. Section 33-43-201 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-201. 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 Department of Commerce for filing. The

A copy of the articles of organization which is filed with the Secretary of State Department of Commerce 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 Sections 33-43-101 through 33-43-1409."

SECTION 347. Section 33-43-203 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-203. (A) The articles of organization of a limited liability company may be amended by filing articles of amendment with the Secretary of State Department of Commerce. 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 Department of Commerce and shall be specifically designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name, and, if it has been

SECTION 348. Section 33-43-204 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-204. (A) Unless otherwise provided in any other section of Sections 33-43-101 through 33-43-1409, any document required by Sections 33-43-101 through 33-43-1409 to be filed with the Secretary of State Department of Commerce 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 Department of Commerce, but shall be retained by the limited liability company."

SECTION 349. Section 33-43-205 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-205. Articles of incorporation or any other document to be filed pursuant to Sections 33-43-101 through 33-43-1409 shall be delivered to the office of the Secretary of State Department of Commerce, duly executed and accompanied by one exact or conformed copy. Should the Secretary of State Department of Commerce determine that a document conforms to the filing provisions of Sections 33-43-101 through 33-43-1409, including the payment of all required fees, the Secretary of State Department of Commerce 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 Department of Commerce's files; and

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

SECTION 350. Section 33-43-206 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

(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 with and that the limited liability company has been legally organized and formed under Sections 33-43-101 through 33-43-1409."

SECTION 351. Section 33-43-405(A) of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"(A) A limited liability company shall keep at its principal place of business the following:

(1) a current and a past list, setting forth the full name and last known mailing address of each member and manager, if any, set forth in alphabetical order;

(2) a copy of the articles of organization, all amendments thereto, and all other documents filed with the Secretary of State Department of Commerce, together with executed copies of any powers of attorney pursuant to which the articles of amendment or any filed document has been executed;

(3) copies of the limited liability company's federal, state, and local tax returns and financial statements, if any, for the six most recent years or, if those returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state, and local tax returns for the period;

(4) copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect;

(5) unless contained in writing in an operating agreement:

(a) a writing setting out the amount of cash, if any, and a statement of the agreed value of other property or services, if any, contributed by each member and the times at which or events upon the happening of which any additional contributions are to be made by each member;

(b) a writing stating events, if any, upon the happening of which the limited liability company is to be dissolved and its affairs wound up; and

(c) other writings prepared pursuant to a requirement, if any, in any operating agreement."

"Section 33-43-901.1. (A) The Secretary of State Department of Commerce 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 Department of Commerce 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 Department of Commerce 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 353. Section 33-43-901.2 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.2. (A) If the Secretary of State Department of Commerce 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 Department of Commerce that each ground determined by the Secretary of State Department of Commerce does not exist within sixty days after the notice required by subsection (A) was mailed, the Secretary of State Department of Commerce 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 Department of Commerce 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 Department of Commerce 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 Department of Commerce shall dissolve the limited liability company administratively by signing a certificate of dissolution that recites the grounds for dissolution and its

(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 354. Section 33-43-901.3 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-901.3. (A) A limited liability company dissolved administratively under Section 33-43-901.2 may apply to the Secretary of State Department of Commerce 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 Department of Commerce 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 355. Section 33-43-901.4 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

(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 Department of Commerce's certificate of dissolution, the limited liability company's application for reinstatement, and the Secretary of State's Department of Commerce's notice of denial.

(C) The court may summarily order the Secretary of State Department of Commerce 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 356. Section 33-43-906 of the 1976 Code, as added Act 448 of 1994, is amended to read:

"Section 33-43-906. 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 Department of Commerce 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 357. Section 33-43-1002 of the 1976 Code, as last amended by Act 60 of 1995, is further amended to read:

"Section 33-43-1002. (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 Department of Commerce 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;

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

(4) the street address of its proposed registered office in this State and the name of its proposed registered agent at that office;

(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 Department of Commerce 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.

(D) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and Taxation and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Registering is not an admission of tax liability."

SECTION 358. Section 33-43-1003 of the 1976 Code, as added by Act 448 of 1994, is amended to read:

"Section 33-43-1003. (A) If the Secretary of State Department of Commerce 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 Department of Commerce files; and

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

(B) If the Secretary of State Department of Commerce 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 Department of Commerce subsequently determines that:

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