Articles of Organization
In any South Carolina LLC formation process, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the South Carolina Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization during the South Carolina LLC formation procedure. This information must include:
- The LLC name
- The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
- The address of the initial designated office
- The name and street address of the initial agent for service of process
- The name and address of each organizer
- A statement as to whether the company is to be manager-managed and if so, the name and address of each initial manager
- A statement as to whether the members of the LLC are to be liable for its debts and obligations
The articles of organization may not vary the non waivable provisions of the operating agreement. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
- The operating agreement controls as to managers, members, and members’ transferees
- The articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment
Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State. The filed document must include a signature in the name of the company by a:
- Manager of a manager-managed company,
- Member of a member-managed company;
- Person organizing the company, if the company has not been formed; or
- Fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary
The filed document must also indicate the name and title (capacity) of the signatory.
Any person may sign a record to be filed under subsection (a) by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) by an attorney-in-fact need not be filed in the office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, South Carolina LLC formation generally requires inclusion and/or considering of the following:
Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
A LLC must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: Natural Person or Business Entity or Trust
- Procedure for Membership: The member may acquire an interest in the LLC either (1) in proportion to their contribution or (2) otherwise in accordance with the operating agreement of the company
Resignation of Membership
A member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will. However, certain prohibitions may exist surrounding the ability of a member to resign from the company even if the operating agreement has not eliminated the member’s power to dissociate.
- A member may not resign from a limited liability company except in accordance with the operating agreement
- A member resignation is wrongful if he withdraws by express will before the expiration of the LLC
- A member resignation is wrongful if he is expelled by judicial determination before the expiration of the LLC
- A member resignation is wrongful if he enters bankruptcy before the expiration of the LLC
- A member resignation is wrongful if the entity willfully dissolved or terminated its existence before the expiration of the LLC
- A member is liable for damages caused by the dissociation
The contributions of a member to the LLC may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property, or contracts for services to be performed.