LLC Formation Requirements
South Carolina LLC Formation Statute
The following LLC formation statutes are from the South Carolina Uniform Limited Liability Company Act:
Section 33-44-203. Articles of organization.
(a) Articles of organization of a limited liability company must set forth:
(1) the name of the company;
(2) the address of the initial designated office;
(3) the name and street address of the initial agent for service of process;
(4) the name and address of each organizer;
(5) whether the company is to be a term company and, if so, the term specified;
(6) whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and
(7) whether one or more of the members of the company are to be liable for its debts and obligations under Section 33-44-303(c).
(b) Articles of organization of a limited liability company may set forth:
(1) provisions permitted to be set forth in an operating agreement; or
(2) other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of Section 33-44-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) the operating agreement controls as to managers, members, and members' transferees; and
(2) the articles of organization control as to persons, other than managers, members, and their transferees, who reasonably rely on the articles to their detriment.
What This Means: Key Takeaways*
Required Information for South Carolina LLC Formation:
- LLC’s name (Must meet South Carolina LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s (agent for service of process) name and South Carolina designated office street address
- The name and address of each LLC organizer
- Whether the company is a term company (a company that will only be active for a certain amount of time) and if so, the length of time it will be active
- Whether the company will be manager-managed, and if so, the names and addresses of each manager at the time the LLC is formed
- Whether any of the members will be liable for the debts and obligations of the LLC
Optional Information for South Carolina LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our South Carolina LLC Articles of Organization guide
Agent for Service of Process Duties and Appointment
South Carolina LLC laws define the duties and appointment of the LLC agent for service of process, known in most states as a registered agent.
South Carolina LLC Agent for Service of Process Statute
The following agent for service of process statutes are from the South Carolina Uniform Limited Liability Company Act:
Section 33-44-108 - Designated office and agent for service of process.
(a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain in this State:
(1) an office, which need not be a place of business in this State; and
(2) an agent and street address of the agent for service of process on the company.
(b) An agent must be an individual resident of this State, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in this State.
What This Means: Key Takeaways*
A South Carolina agent for service of process must:
- Maintain a registered office in South Carolina (i.e., no P.O. boxes)
- Be an individual, a South Carolina corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Agent for service of process information is kept on file by the State of South Carolina. If you change your agent for service of process or if they resign, you must file a change of agent of service of process form
South Carolina LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the South Carolina Uniform Limited Liability Company Act:
Section 33-44-103 - Effect of operating agreement; nonwaivable provisions.
(a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(b) The operating agreement may not:
(1) unreasonably restrict a right to information or access to records under Section 33-44-408;
(2) eliminate the duty of loyalty under Section 33-44-409(b) or 33-44-603(b)(3), but the agreement may:
(i) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) unreasonably reduce the duty of care under Section 33-44-409(c) or 33-44-603(b)(3);
(4) eliminate the obligation of good faith and fair dealing under Section 33-44-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) vary the right to expel a member in an event specified in Section 33-44-601(6);
(6) vary the requirement to wind up the limited liability company's business in a case specified in Section 33-44-801(3) or (4); or
(7) restrict rights of a person, other than a manager, member, and transferee of a member's distributional interest, under this chapter.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.