Fill and Sign the South Carolina Dissolution Package to Dissolve Limited Liability Company Llc South Carolina Form

LIMITED LIABILITY COMPANY: DISSOLUTION STATE OF SOUTH CAROLINA Electronic Version STATUTORY REFERENCE SOUTH CAROLINA CODE OF LAWS, §§ 33-44-801 through 33-44-812 INTRODUCTION AND LAW SUMMARY NOTE: A South Carolina limited liability company (LLC) may be dissolved administratively or as set out below. THIS FORM PACKAGE DOES NOT ADDRESS ADMINISTRATIVE DISSOLUTION. A South Carolina limited liability company (LLC) is dissolved upon the occurrence of any of the following events:  An event specified in the operating agreement or as otherwise provided in the operating agreement;  Upon the occurrence of an event that makes it unlawful for all or substantially all of the business of the LLC to be continued;  On application by a member or a dissociated member, upon entry of a judicial decree that:  The economic purpose of the company is likely to be unreasonably frustrated;  Another member has engaged in conduct relating to the company’s business that makes it not reasonably practicable to carry on the company’s business with that member;  It is not otherwise reasonably practicable to carry on the company’s business in conformity with the articles of organization and the operating agreement;  The company failed to purchase the petitioner’s interest as required by § 33 - 44 - 701; or  The managers or members in control of the company have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent, or unfairly prejudicial to the petitioner;  On application by a transferee of a member’s interest;  A judicial determination that it is equitable to wind up the company’s business:  After the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer; or  At any time, if the company existed at will at the time the applicant became a transferee by way of member dissociation, transfer, or entry of a charging order that gave rise to the transfer. A LLC continues after dissolution only for the purpose of winding up its business. At any time after the dissolution of a LLC and before the winding up of its business is completed, the members may unanimously waive the right to have the company’s business wound up and the company terminated. In that case:  The LLC resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and  The rights of a third party accruing under § 33 - 44 - 804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. After dissolution, a member who has not wrongfully dissociated may participate in winding up a LLC’s business, but on application of any member, member’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up. The legal representative of the last surviving member may wind up a LLC’s business. A person winding up a LLC’s business may preserve the company’s business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the company’s business, dispose of and transfer the company’s property, discharge the company’s liabilities, distribute the assets of the company pursuant to § 33 - 44 - 806, settle disputes by mediation or arbitration, and perform all other necessary acts. A LLC is bound by a member’s or manager’s act after dissolution that:  Is appropriate for winding up the company’s business; or  Would have bound the company under § 33 - 44 - 301 before dissolution, if the other party to the transaction did not have notice of the dissolution. A member or manager who, with knowledge of the dissolution, subjects a LLC to liability by an act that is not appropriate for winding up the company’s business is liable to the company for any damage caused to the company arising from the liability. At any time after dissolution and winding up, a LLC may terminate its existence by filing with the Secretary of State articles of termination stating:  The name of the company;  The date of the dissolution; and  That the company’s business has been wound up and the legal existence of the company has been terminated. The existence of a LLC is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. In winding up a LLC’s business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be paid to members in accordance with their right to distributions. Each member is entitled to a distribution upon the winding up of the LLC’s business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. A dissolved LLC may dispose of the known claims against it by notifying its known claimants in writing of the dissolution. The notice must:  Specify the information required to be included in a claim;  Provide a mailing address where the claim is to be sent;  State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and  State that the claim will be barred if not received by the deadline. A claim against a dissolved LLC is barred if the above requirements are met, and:  The claim is not received by the specified deadline; or  In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection. A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved LLC may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. The notice must:  Be published at least once in a newspaper of general circulation in the county in which the dissolved LLC’s principal office is located or, if there is no office in South Carolina, in the county in which its designated office is or was last located;  Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and  State that a claim against the LLC is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. If a dissolved LLC publishes the statutory notice, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved company within five years after the publication date of the notice:  A claimant who did not receive written notice under § 33 - 44 - 807;  A claimant whose claim was timely sent to the dissolved company but not acted on; and  A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim not barred may be enforced:  Against the dissolved LLC, to the extent of its undistributed assets; or  If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member’s proportionate share of the claim or the company’s assets distributed to the member in liquidation, whichever is less. (A member’s total liability for all claims cannot exceed the total amount of assets distributed to the member.) STEPS TO DISSOLVE A SOUTH CAROLINA LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: Complete the winding up process as set out above in the Introductory Notes. SEE FORM 2 - NOTICE TO CLAIMANTS SEE FORM 3 - NOTICE TO CLAIMANTS (For Publication) SEE FORM 4 - NOTICE OF REJECTION OF CLAIM Step 3: SEE FORM 5 - ARTICLES OF TERMINATION Instructions to complete the Articles of Termination:  This form should be typed or printed legibly in black ink.  1. Provide the name of the LLC and the original filing date for the LLC.  2. Provide the date of the dissolution of the LLC.  3. Indicate if the winding up process has been completed and the legal existence of the company has ended. NOTE: These things must be done before the Articles are filed. See Introduction and Law Summary above.  If you want a delayed effective date, indicate that date in this section.  Date the Articles, have the person authorized to execute the Articles sign his/her name and type/print that name and the capacity in which the signor is signing.  File the original and one copy.  The filing fee is $10.00. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $10.00 filing fee to: Secretary of State P.O. Box 11350 Columbia, SC 29211 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State P.O. Box 11350 Columbia, SC 29211 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of Articles of Termination for ______________________________________________, a South Carolina limited liability company. Please file this document and provide a "filed" copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _____________________________________________________________________________ Thank you in advance for your assistance. Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF ________________________________________ A SOUTH CAROLINA LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a South Carolina limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a South Carolina limited liability company dissolved. You may be able to assert the following claim against the LLC (describe claim in detail): ______________________________________________________________________________ ______________________________________________________________________________ Your claim must be received by __________________________________________________ (this can be no less than 120 days from the date this Notice is received by the Claimant). Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE LLC. YOUR CLAIM WILL BE BARRED IF WRITTEN NOTICE OF YOUR IS NOT RECEIVED BY THE DEADLINE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 3 NOTICE TO CLAIMANTS (For Publication) NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, __________________________________________________________________, a South Carolina limited liability company dissolved. You may be able to assert a claim against the LLC. If you have a claim against the LLC, describe the claim in detail and mail it to the address listed below. Claims must be sent to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU MUST MAIL YOUR CLAIM TO THE LLC. YOUR CLAIM WILL BE BARRED UNLESS A PROCEEDING TO ENFORCE THE CLAIM IS COMMENCED WITHIN 5 YEARS AFTER THE PUBLICATION OF THIS NOTICE. Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a South Carolina limited liability company, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Limited Liability Company: _______________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 ARTICLES OF TERMINATION Download the Articles of Termination by clicking on the following link, or by pasting the link into the address window of your internet browser. http://www.uslegalforms.com/dissolution/SC/SC-DissLLC.pdf