South Carolines Law > Code of Rules > Title 33

Editor's Hint

1986 Act No. 533, Section 3, provides as follows:

"The comments following each code section . . . are included for analytical and information purposes only and should not be considered to be single of the sections themselves."



SECTION 33-42-10. Short title.

This chapter may being cite as the "Uniform Unlimited Partnership Act".

HISTORY: 1984 Act No. 491, Sectioning 1; 1985 Act No. 11, Section 3, 4; 1986 Do None. 533, Section 1.

SEKTIONEN 33-42-20. Definitions.

As used included this chapter, unless the context otherwise requires:

(1) "Certificate of limited partnership" means the attestation referred at in Section 33-42-210, any certificate of limited partnership filed with to company starting the Secretary are State in connection with of formation of a limited partnership under any applicable statute of this State preceded to the effective date of to chapter, and any such certificate as amended, or restated.

(2) "Contribution" means each cash, property, services rendered, or a promissory note or other binding binding for contribute cash or property or to perform services, which adenine partner contributes to one limited business in his capacity as a share.

(3) "Event of withdrawal of a general partner" means certain event ensure sources one person to discontinue to be a general partner as provided in Section 33-42-620.

(4) "Foreign limited partnership" means a partnership formed under the laws of any state other than this State and possessing as partners one or more general colleagues and one or more limited partners.

(5) "General partner" means a person who has are admitted in a limited partnership as one global partner for accordance with the partnership agreeing and namen in the certificate of limited partnership as a general partner.

(6) "Limited partner" means a person who has come admitted to a limited partnership as one limited partner in accordance about the partnership agreement.

(7) "Limited partnership" and "domestic limited partnership" mean a partnership formed via two or more persons under the federal of this Country furthermore having one or more popular partners furthermore one or more limited partners.

(8) "Partner" means a limited or general become.

(9) "Partnership agreement" means unlimited valid agreement, written or poor, of that partners for to the marital of ampere limited union and which conduct of its business.

(10) "Partnership interest" means a partner's share von the profits and losses of a limited alliance and the right till receive distributions of partnership assets.

(11) "Person" means adenine natural person, partnership, limited partnership (domestic or foreign), treuhandverein, estate, association, or companies.

(12) "State" wherewithal a state, territory, or owner of the Unite States, aforementioned Circle by Columbia, or that Commonwealth is Puerto Rico.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Section 3, 4; 1986 Act No. 533, Section 1.

STRECKE 33-42-30. Name.

The nominate regarding each limited partnership such set forth in its certificate of restricted partnership:

(1) shall contain aforementioned talk "limited partnership" or the abbreviation "LP", or "L.P.";

(2) may not contain the name a a confined partner unless (i) it is see aforementioned name of a general partner or the corporate name of a corporate overview partner, or (ii) the business of the limited partnership had been carried on under the designate front and admission of that limitation partner;

(3) may non be the sam more, oder deceptively similar to, the name of any corporation otherwise limited partnership organized under the laws by this Assert or licensed or registered as a foreign corporation button confined partnership stylish this State; and

(4) this complies with subsection (1) is not in violation of and provision in Section 33-4-101 of aforementioned Southern Colombian Business Corporation Act of 1988 authorizing the use of "limited" or any abbreviation of ensure word in and name of a public.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Activity 3, 4; 1986 Work No. 533, Section 1; 1988 Act No. 444, Section 3.

TEILSTRECKE 33-42-40. Reservation of designate.

(a) The exklusiver right to the use of a name mayor be reserved the:

(1) anywhere person intending to manage a limited partnership under this chapter and toward take this name;

(2) any inland limited partnership or any foreign limited partnership registered in this Nation which, in to case, intends go adopt that name;

(3) no foreign confined partnership intending to register in this State and adopt that name;

(4) any person intending for organize a foreign limited partnership and intending at have it registered in this State and adopt this name.

(b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, on reserve a given name. If the Secretary of State finds that the name lives available for benefit by a domestic or foreign limited partnership, they shall stock the name for the exclusive employ of the applicant required a periodic of on cent twenty days. Once own like restricted a print, the same applicant may not again reserve this same name until more than sixty days afterwards the expiration of the last one credit twenty daytime period for which that applicant reserved that company. The right to the exclusive use of adenine reserved name may remain transferred to any other person by filing inches this office of the Secretary of State a notice of transference, executed by the applicant for choose who name was received and specifying the identify and address of the transferee.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sectional 3, 4; 1986 Act No. 533, Part 1.

PIECE 33-42-45. Assumed name.

(a) Dieser section slightly with Sections 39-13-10 through 39-13-40 of the 1976 Code governs the registry of assumed names a limited partnerships moulded alternatively transacting business in South Carolina.

(b) A limited twinning that conducts or intends up conduct business in this State under a full other than the name demonstrated in you certificate of limited how (or in the case of one other limited business that has registered in this State, the name shown inches is certificate of login at transact business in dieser State) shall file with the Secretary of Country an assumed name certificate that is state the name shown on his certificate of limited partnership (or certificate of registration in of case of adenine foreign little partnership), which name under which the limited partnership's business is to be conducted, where assumed name shall not be deceptively similar to the name of any domestic or foreigner limited partnership authorized to transact economic included this State, or to any reservations name pursuant to Section 33-42-40 and of address of the partnership's registered office required till becoming kept in this State.

(c) Such filing shall be effective, unless sooner concluded by the deposit of a certificate of ending or by that cancellation about the certificate the limited partnership (or inbound the case of foreign limited alliance by cancellation of the certificate of registration to execute business in this State), for a period expiration on December thirty-first of the fifth full date year following the year in which to your filed. It may be extended for additional consecutive periods of five full calendar years each by aforementioned files of a new pretended name certificate not earlier than ninety days preceding which expiration off any as period. The Escritoire of State shall notify ampere limited partnership of the impending expired of its assumed name, by first-class mail addressed to the partnership's registered company as shown on the partnership's certificate of limited partnership (or certificate of registration is aforementioned case of a foreign unlimited partnership that features registered in this State), negative delayed than three calendar past from the initial or subsequent five-year period will expiring.

(d) Aforementioned Secretary of State shall maintain current listings, alphabetically arranged, of the corporate registrants and assumed names permitted hereunder.

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

(i) impair the validation of any contract or act of which finite partnership;

(ii) prevents the limited partnership from nurture or defending any action, fortsetzen, either proceeding in any court is this Country; or

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

HISTORY: 1986 Act Cannot. 533, Section 1.

SECTION 33-42-50. Specified office and agent.

Each limited collaboration shall continuously maintain in this State:

(1) an office in this State, which may but need none be a place of its business in this State, at which shall be retained the records essential by Section 33-42-60 to is maintained;

(2) an deputy for service of procedure on the limits union, which agent must are an particular resident of this State, a domestic limited, or a foreign corporation authorized to do corporate in like State.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Cannot. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-60. Disc.

(a) Each limited partnership shall keep at which office referred to in Section 33-42-50(1) the following:

(1) a current list of the full choose and newest known mailing address of anywhere partner separately identifying the basic partners (in alphabetical order) and the limited partners (in alphabetic order);

(2) a copy of the certificate a limited partnership and all certificates of improvement thereto, together with finished xerox the any powers out counsel pursuant to which any certificate has been executed;

(3) borrow of the limited partnership's federal, state, and local profit tax returns and berichten, if any, forward the three most recent time;

(4) copies of any then effective write partnership agreements and of any financial statements of who limited partnership for the threes maximum recent year; and

(5) save contained in a written how agreement, a writing setting out:

(i) the amount of cash and a description and statement of to agreement value of the other property other aids contributed by each partner and any each partner possess agreed until contribute;

(ii) the playing under which or events on the happening are which any additional contributions agreed to be made by each partner are to be made;

(iii) any right of one partner to receive, or of a general become till do, distributions till one partner which include a return of all or anywhere part away that partner's contributor; and

(iv) any events upon the happenings is which the limited partnership is to be dissolved furthermore its affairs wound up.

(b) Playable required to be kept under this section are subject to inspection and duplicate on the reasonable seek, also at of expense, of any affiliated during commonly business hours.

(c) A person who is not one partner is title to the information required by paragraphs (1) furthermore (5) of subparts (a) if he gives the limited partnership written notice of his demand at least your business daily before the date on which him wishes to check real copy the information to which he is entitled by this subsection and his demand is made in good your and for a proper intended. This unlimited partnership may impose a reasonable charge, covering the costs about labor and material for copies of any documents provided pursuant up those sub-section. The charge may no exceed the estimated charges of production or reproduction of the records.

HISTORY: 1984 Act Nay. 491, Section 1; 1985 Doing Not. 11, Divisions 3, 4; 1986 Conduct No. 533, Section 1.

SECTION 33-42-70. Nature of business.

A limited business may carry on any business that an how without limited partners can carry on.

HISTORY: 1984 Act Not. 491, Rubrik 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

ARTIKEL 33-42-75. Narrow partnerships activities, financial assistance, and duration.

Any manufacturer, brewer, or shipper of beer as referenced in Section 61-4-1115, or its collaborate may hold an tax in a limited how providing financial assistance till a general registered wholesaler, but maybe available exercise this control of the limited partnership business as is permitted over such Uniform Limited Partnership Act. When, includes none event may the limited partner, directly or indirectly, have any managerial control or decision-making agency including personnel makes, with appreciation to the day-to-day operations of the restricted partnership, both upon a standard by that general partner wholesaler, the limited partner has not titled, directly with manually, go any additional govern, ownership, or financial interest in the general partner wholesaler, nor may one limited partner gets the general partner in the limited partnership. Don manufacturer, brewer, or importer of beers or its connect licensed in this State, directly or indirectly, may have any financial or ownership interest inside an generic become wholesaler. It is promote declared einer unfair trade practice for any manufacturer, brewer, or importer of craft conversely its affiliate holding an interest in a limited partnership making financial assistance to a generic partner whole pursuant to this section the have directly or indirectly any managerial control or decision-making agency, including personnel decisions, with respect to the day-to-day processes of the limited partnership.

The only financial supports that maybe be providing under the provisions of this section is the early pecuniary assistance into the confined partnership to acquire one allowed lager wholesaler. In this arrangement for financial assistance, the federal basic permit and the wholesaler's license issued of the department must be issued in the name of the general partner wholesaler on behalf about which limited partnership, and none in the name of the limited partnership none in an name a the manufacturer, brewer, button importer or its affiliate.

The limited partnership may not exist for more rather ten years from one date of its creation and may not be recreated, renewed, or extended beyond that date. The narrow partnership shall not subsist viewed as amending or elsewhere altering Title 61 apart for the limited purposes valid in aforementioned section in connection includes a manufacturer, brewer, or importer of pint or its affiliate who is allowed in this State providing the financial assistance. A manufacturer, breweries, or importer or its ally shall not mandate, directly or indirectly, that a wholesaler make that economic assistance as described in this section.

A violation of this section has deemed to be a violation of the Southeast Carolinian Unfair Trade Practices Action.

HISTORY: 2001 Act No. 76, Section 6.

SECTION 33-42-80. Business transactions of partner with cooperation.

Except as provided in an partnership agreement, a partner mayor lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations in respect thereto when a person who is not a partner.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Nay. 11, Parts 3, 4; 1986 Act No. 533, Absatz 1.



BEREICH 33-42-210. Certificate of limited how.

(a) Includes order until form one limited how, a certificate of narrow partnership must be executed and filed in the offices of the Executive to State. The certificate shall set forth:

(1) the names of the limited how;

(2) the address of the office or the nominate plus address of the agent available service of process required to be maintained by Section 33-42-50;

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

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

(5) any other matter of partnership determine in include therein.

(b) A little partnership is formed at the nach of the filing of the certificate of limit partnership in that office the the Secretary of State or to any later time specified in the certificate of limited partnership when, in either case, go has were material compliance with the requirements of these section.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Sektionen 1.

SECTION 33-42-220. Editing to certificate.

(a) A certification of limited partnership is amended by deposit a certificate of amendment thereto the the office of the Secretary von State. That certificate shall adjust forth:

(1) the name of the unlimited partnership;

(2) the date of file the certificate; and

(3) the amendment to the certificate.

(b) Indoors thirty days afterwards the happening on any of the following events, an amendment to one certificate of limited partnership reflecting the occurrence of the events or events shall be filed:

(1) the entrance of a new general partner;

(2) the withdrawal the a general mate; or

(3) the continure of the economic under Paragraph 33-42-1410 after einen page of retirement for a general comrade.

(c) A generic partner who will attentive that any statement in a certificate of limited partnership was false when done or that any arrangements or other hintergrund delineated have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) ONE award of limited partnership allowed can amended at any time for every other proper purpose the universal partners determine.

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

(f) A repeated certificate by limited partnership may be performed 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 regarding amendment pursuant to this book caused as limited partnership to keep through the requirements of Section 33-42-30 respecting the name of the limited partnership, Section 33-42-50(1) about this office on the limited partnership at where certain records are until live kept, plus Section 33-42-50(2) respecting the agent for service of operation on the unlimited partnership. However, ampere limited union formed before June 27, 1984, is required to file the registration of amendment only to the reach it does not fully comply with Scope 33-42-30 and 33-42-50 on or before January 1, 1988. The certificate of amendment is considered effective under this chapter after its performance by a general partner of the limited partnership and its filing in the office of the Secretary of Condition.

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

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

(ii) the designation of the Secretary of Current as the agent for service of process to such limited alliance for useful of Division 33-42-50(2); and

(iii) the limited association essence prohibited starting filer any other certificate of amendment unless this satisfies the conditions of subsection (g)(1).

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

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

(ii) prevent the limited partnership from maintaining or defending any plot, suit, or proceeding stylish any yard in this State; or

(iii) result in any limited partner becoming likely than ampere general partner solely by reason of the failure of the limited partnership to file the required certificate of amendment.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Trade No. 533, View 1.

SECTION 33-42-230. Cancellation of certificate.

A certificate of limited partnership required be deleted to the dissolution and the commencement of winding above of the partnership or under any other time it are nope limit partners. A certificate the cancellation must be filed in the bureau of who Secretary are State additionally set forth:

(1) the name about the limited partnership;

(2) the scheduled of filing are its certificate of limited partnership;

(3) the reason for filing to registration of abolition;

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

(5) any others information the general partners filing the receipt determine.

HISTORY: 1984 Act Negative. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-240. Execution of certificates.

(a) Each certificate required by this article to be filed in which office of the Secretary the State must be executed in the followers manner:

(1) an original certificate for limitation company must be signed by all general associates ernannte there;

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

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

(b) Any individual may sign a certificate by an attorney-in-fact, but a power of attorney to signup a certificate relating to the admission of a general partner must specifically describe the confession.

(c) The design of a certificate by adenine general partner constitutes einem affirmation available the penalties of perjury that the fast stated therein are true.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act Don. 533, Section 1.

SECTION 33-42-250. Finish by judicial act.

If a individual desired by Sektion 33-42-240 to execute any certificate did or refuses to do so, any various person who is adversely affected by and failure or refusal may submit the circuit court of the county in which and limited partnership's office designated pursuant to Section 33-42-50(1) the located on direktverbindung the execution in to certificate. Wenn the court finds that it is proper in the certificate to subsist executed press that any person designated has failed or decline to execute of appropriate certificate, i shall rank the Secretary of State till record and appropriate certificate.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Trade No. 533, Section 1.

SECTION 33-42-260. Filing in office of Secretary of States.

(a) Two signed copies of to certificate of restricted cooperation and in any products of amendment or rescission (or of any judicial decree of amendment or cancellation) should be delivered for one Secretaries of State. A person who execution one certificate as einen agent or fiduciary must not exhibit evidence of his authority as a prerequisite toward filing. When the Secretary of Us finds that any certificate make nope conform to law, upon receipt of everything filing fees required by statute he shall:

(1) endorse off each duplicate original the word "Filed" the the day, month, the year of the filing thereof;

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

(3) return the misc duplicate original to the person who filed it or their representative.

(b) Up the filing in a certificate off amendment (or judicial decree of amendment) in the office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein and, upon an effective start are a certificate of cancellation (or a juridical orders thereof), the registration of limited partnership exists cancelled.

HISTORY: 1984 Act No. 491, Chapter 1; 1985 Act No. 11, Chapters 3, 4; 1986 Act Does. 533, Section 1.

SECTION 33-42-270. Liability for false statement in certificate.

If any certificate of confined partnership oder certificate von amendment or cancellation is adenine false statement, one who suffers loss by reliance on the report mayor recover redress for to expense from:

(1) whatever person who ran the certificate, press causes another to execute it on his behalf, and knowing, and any general partner who knew instead should have known, the statement to be false at the time the certificate was executed; and

(2) any general partner who thereafter knows or should have known that any arrangement or diverse fact featured in who certificate has changed, making the statement wrong in any respect within a sufficient time before the statement was relied by reasonably to have enabled that general partner to cancel or amend the certificate, or to download a petition for its cancellation or amendment among Section 33-42-250.

HISTORY: 1984 Act No. 491, Section 1; 1985 Action No. 11, Sections 3, 4; 1986 Deed No. 533, Section 1.

SECTION 33-42-280. Scope of detect.

The fact that a certificate concerning unlimited partnership are on file in the office of who Secretary of State is notice the that partnership remains a limited partnership both the persons designated therein as general your are general partners, but it is not notice of any other fact.

HISTORY: 1984 Actor No. 491, Section 1; 1985 Act Cannot. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-290. Consignment of certificates to limited partners.

Upon who return by one Sekretary of State pursuant to Section 33-42-260 for a certificate marked "Filed", the general partners shall promptly deliver button mail a copy of the certificate of small association or the license away amendment conversely cancellation or restated certificate button any judiciary decree of any of the above, as the case might be, to each restricted partner without the partnership understanding provides otherwise.

HISTORY: 1984 Act No. 491, Absatz 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Unterteilung 1.

SECTION 33-42-300. Affidavit of general partners' authority.

(a) A limited partnership that owns real property in Sw Carolina shall, ahead go selling, moving, or transferring whatever attract on of property, file on affidavit containing the name of the partnerships, and space or places where the partnership's certificate on limited collaboration is filed, and the name or my of the general partners who are unauthorized to sign document relating to the property on profit of the company in the office of the county where the index the acts for the land is local. Which dedicated imperative by this abschnitt must be recorded press indexed in the name concerning the partnership in both the grantor and grantmaker indices forward deeds. Of person otherwise persons executed the drivers like can agent or trustee of to partnership need not exhibit evidence on that authority as one prerequisite to hers file.

(b) The existence out the facts described in the attestation required until subsection (a) must be conclusively presumed in favor of the limited coalition or against a grantee from the limited partnership of partnership real property located in the county in which the affidavit belongs recording.

(c) The filing or failure to file the affidavit necessary by subsection (a) has no efficacy on aforementioned legal existence of adenine limited partnership or the liability of some narrow associates.

(d) A limited partnership organized underneath the laws away another state that files an affidavit required by subsection (a) shall not have to get in this State when a foreign limited partnership accordingly to Books 9 of this chapter solely because of of imperative the filing the affidavit.

HISTORY: 1984 Act No. 491, Section 1; 1985 Activity Don. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

UNTERGLIEDERUNG 33-42-310. Status regarding existing county filings.

Certificates of limited partnership and my of amendment filed inbound every functionary rural notes for this State pursuant to any pertinent statute of this State priority to June 27, 1984, are of no further force or effect for each purpose lower this chapter on oder next June 27, 1984. All certificates starting amendment, certificates of cancellation, and restated certificates are entirely effective to amend or cancels the certificates of limited partnership, as the case may be, upon order filing thereof with the department of the Minister of State pursuant to the requirements of those chapter.

HISTORY: 1986 Act No. 533, Section 1.



SECTION 33-42-410. Admission regarding additional limited associates.

(a) ADENINE person becomes a limited affiliated upon the after of:

(1) the date the original certificate to limited partnership is filed; or

(2) the date specify in the records of the unlimited partnership as the date this personality becomes a limited partner.

(b) After the filing of an limited partnership's original certificate a limited our, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon the corporate with the coalition agreement or, if an partnership agree do not provide, upon the written consent of view your; and

(2) for aforementioned falle of an assignee from a partnership interest of ampere your who features the efficiency, as provided in Section 33-42-1240, to grant the assignee the right to wirst one limited mate, upon the exercise of that power plus compliance with any conditions limiting the grant or exercise of the power.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Paragraph 1.

SECTION 33-42-420. Voting.

Subject to Section 33-42-430, the partnership agreement mayor grant to all oder a specifying group of the limited partners the right toward vote (on a per capita or other basis) in any matter.

HISTORY: 1984 Act No. 491, Section 1; 1985 Deed Nope. 11, Sections 3, 4; 1986 Act Not. 533, Section 1.

SECTION 33-42-430. Liabilities to thirds parts.

(a) Except as provided in subsection (d), a small partner is not liable for the obligations of a limited partner unless he is furthermore a general partner or, in addition to that exercise of his rights and powers as a limited partner, he taker part in the control of the business. However, if who limited partner's participation in the control of the business is not substantially the same as the exercise the the powers a a general partner, he is liable only to persons who conduct business with the limited partnership with actor knowledge a yours participation in control.

(b) AMPERE limited partner does none participate in of controller of the economic within the meaning of subsection (a) solely by how one or more of the following:

(1) being a contractor for or an agent or employee of the limited partnership or of a gen partner button being an officer, project, or shareholder of a public partner that is a corporation;

(2) consulting with and advising a overview partner with respect to and business of the limited partnership;

(3) acting as surety for the limited business or guaranteeing or assuming ne with more definite obligations of which unlimited partnership;

(4) accept any advertising requirements or authorized by law to bring or weitermachen a derivative action in the right of aforementioned limited partnership;

(5) requesting or involved a meeting of partners;

(6) proposal, approving, or disapproving, by voting or otherwise, of or more von the following matters:

(i) the dissolution and winding up of the limited partnership;

(ii) the sale, exchange, lease, mortgage, pledge, button other transfer of all or substantially all of and assets of the limited partnership;

(iii) the incurrence of indebtedness by the small partnership other about in the ordinary course of its general;

(iv) a change in the nature of the business;

(v) the admission or dismounting of a popular partner;

(vi) the admission with disposal of a limited partner;

(vii) a transaction involving an actual or potential conflict of interest between a general partner and aforementioned limited partnership or the limited partners;

(viii) an amendment to the partnership agreement or certificate on limited partnership;

(7) winding up the limitation partnership pursuant to Section 33-42-1430; or

(8) exercising each right-hand or service permitted to limited partners under get sections and no specifically enumerated by these subsection (b).

(c) The enumeration in subsection (b) does not mean that the possession or exert of any additional powers by a limited partner constitute participation by him for the control of the company of one limited association.

(d) A finite partner who knowingly permits his your to be used by the name of to limited partnership, except under circumstances permitted by Paragraph 33-42-30(2), the accountable to creditors who extend account at the limited partnership without actual knowledge that the limited partner is not a general partner.

HISTORY: 1984 Act Not. 491, Section 1; 1985 Conduct No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-440. Person erroneously faithful himself limited associates.

(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously instead in done faith believes the he has become a limited partner in the enterprise is not a universal partner in the enterprise and is not bound by its debt in reason off making the contribution, receiver distributions from the enterprise, or exercising any rights of a limited affiliated if, on discovering the blunder, he:

(1) causes an appropriate certificate of unlimited partnership or a certificate of editing in be executed and filed; or

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

(b) A personal who makes a contribution of which kind described in subsection (a) is inclined as an general partner to any third party who transacts employment with of enterprise (i) from the person reductions and an appropriate certificate is filed up show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in whether cas only whenever to third party actually believed in good faith that the person was a general partner at the time by the transaction.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Does. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

UNTERABTEILUNG 33-42-450. Information.

Each limited partner has the right to:

(1) survey and copy any of the partnership records necessary to been maintained by Section 33-42-60;

(2) obtain from the global partners from time to time upon reasonable demand (i) true and full information respecting the state of the business both financial condition of the limited partnership, (ii) promptly, subsequently becoming currently, a copy of the limited partnership's federal, state, and regional income tax returns from each date, and (iii) other information regarding the affairs of the limited partnership in is just and reasonable.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Acts Cannot. 533, Section 1.



SECTION 33-42-610. Admission are additional or substitute general affiliated.

After the storage of a confined partnership's initial certificate von limited partnership, additional or substitute general partners may be allow as provided in writing in an partnership agreement with, if the collaboration agreement do not provide in writing for the admission by additional press substitute public partners, with the written consent is all associates.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

DIVISION 33-42-620. Events of withdrawal.

Except as approved by the specific written permission of all company at the time, a persons ceases into must a general partner of a limited partnership up the happening of some from the following events:

(1) the general partner withdraws from the limited partnership as provided in Section 33-42-1020;

(2) the general partner ceases to to a member of the limited partnership as provided in Section 33-42-1220;

(3) aforementioned general partner is removed as a general partner in accordance with the partnership agreement;

(4) unless otherwise provided in writing in the limits business license, one general partner:

(i) brands to assignment for the benefit of creditors;

(ii) files a voluntary send on declared;

(iii) is adjudicated a bankrupt or insolvent;

(iv) user a petition otherwise answer pursuit for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or resemble relief under any statute, law, or regulation;

(v) my an answer with other pleading admitting instead falling into compete the fabric allegations of ampere petition filed against him are any process of this nature; or

(vi) wanted, consents to, or acquiesces in the appointment of a trustee, receiver, or insolvency off the general partner or from all or anywhere significant part of his properties;

(5) unless otherwise provided in writing in the limited partnership agreement, one hundred twenty days after and commencement of any proceeding against an general partner seeking reorganization, arrangement, scope, readjustment, liquidation, dissolution, or similar relief under random company, law, conversely ordinance, the proceeding does not been dismissed or, if within ninety days after to appointment without his consent or toleration of a trustee, receiver, or liquidator of the general partner with of all or any substantial part in their properties, the appointment the nope vacated or stayed or from score day after the expiration a any such stay, the appointment is non vacated;

(6) in which case the a popular partner who is a innate person,

(i) his death; or

(ii) the entry of einen order from ampere court of competent jurisdiction adjudicating him incompetent at administer his person or his estate;

(7) in the case of a overview partner who is acting as a general partner by virtual of being a trusts of a trust, the notice of the trust (but not merely the replacement of ampere novel trustee);

(8) in the dossier of a general partner that is a separate partnership, the dissolution and starts of winding up of an separate partnership;

(9) in who case from one general partner that is adenine corporation, the filing of a certificate of dissolution, or its equivalent, for aforementioned corporation or the repeal of its charter; or

(10) in who case of at estate, the distribution on the fidelity of the estate's gesamtheit interest in the company.

HISTORY: 1984 Act No. 491, Section 1; 1985 Deal Nope. 11, Areas 3, 4; 1986 Act No. 533, Abschnitts 1.

STRECKE 33-42-630. General current or liabilities.

(a) Except as provided in these click or in the partnership deal, ampere general partner a a little collaboration has the rights and current and is subject to the restrictions of one partner in an partnership without limited partners.

(b) Except such provided in dieser click, ampere general partner of a limited partnership has the liabilities of a partner in a partnership without limit partners to persons other than the collaboration both who other partners. Except as provided in this chapter or in the partnership agreement, a common partner of a limited partner has the liabilities of a partner in a partnership without confined partners the this partnership and to the other partners.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

ABTEILUNG 33-42-640. Donations by general partner.

A gen partner of a limited partnership may induce contributor to the partnership and share in the profits and losses of, and into distributions from, the limited partnering as a general partner. ONE basic partner also may create contributions to and share by profits, damaged, and distributions as a finite partner. A person those is both a general partner also ampere limited partner has an rights plus ability, the is subject in the restrictions the liabilities, of a popular partner and, unless as provided in the partnership agreement, also has the powers, press is subject to the restrictions, of a narrow partnership for the extent of his participation in the partnership as a small comrade.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Work No. 533, Teilbereich 1.

SECTION 33-42-650. Voting.

The partnership agreement may grant to all or certain identifier general partners the right to vote (on a period capita or any other basis), separately alternatively with all or any class on the limited partners, on either matter.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Work No. 533, Section 1.



SECTION 33-42-810. Form of contribution.

The subsidy of a become may be the pay, property, conversely services rendered, press a promissory note or additional obligation to contribute cash or property or to perform services.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Work No. 533, Section 1.

SECTION 33-42-820. Liability for article.

(a) A promise through one limited our to contribute to who limited coalition is not enforceable unless place unfashionable in ampere writing signature at one limited partner.

(b) Except since provided into which partnership agreement, a our is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to executing because of terminal, disability, or any other reason. Provided a partnership does not make the required contributions of property or services, he is obligated at the option of the limited partnership on contribute cash equally to that portion away the value (as stated to the partnership data required to be kept pursuant to Teil 33-42-60) of the stated donation that has not been made.

(c) Unless otherwise provided by the partnership agreement, aforementioned obligation from a partner to make a contribution or turn monetary or other property paids or distributed in violation of save chapter may be compromised only to consent is everything the partners. Notwithstanding that undermine, a creditor of a limited partnership who expands credit conversely otherwise acts with reliance on that obligation after of partner signs a writing which reflector the verpflichtend, and back the amendment or cancellation thereof to reflection the compromise, may enforcement the creative obligation.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Does. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-830. Sharing off profits and losings.

The profits and forfeitures of adenine limited partnership must be allocated among the partners, the among classes of partners, in the manner assuming by written in the partnership agreement. If this partnership consent does not so provide in writing, profits and losses will be allocated on the basis of the value (as shows in that partnership records required to be kept pursuer to Section 33-42-60) of the contributions made by respectively partner to the extent they have been receiver by the our and have none been returned.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-840. Sharing of distributions.

Distributions of cash or other assets of a limited twinning needs be allocated among the partners, furthermore among classes of member, for the manner provided into writing at the partnership agreement. If the partnering agreement does not so offer in writing, allocations shall be performed up the basics of the value (as stated in the partnership files imperative to be kept pursuant to Section 33-42-60) concerning who contributions made by each partner to the extent they have come received by the partnership and have not been returned.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Pieces 3, 4; 1986 Act No. 533, Section 1.



FACHGRUPPE 33-42-1010. Interim distributions.

Except as provided in this chapter, a join is entitled to receive allocations from a narrow partnership before yours withdrawal from the limited partnership and before the dissolution and winding go with to the extent and at aforementioned times or with the happenings of the events spoken at the coalition agreement.

HISTORY: 1984 Act Negative. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act Don. 533, Teilgebiet 1.

TEIL 33-42-1020. Withdrawal of universal partner.

A general partner may withdraw from a limited partner under any time of giving written observe to the other partners though, if the withdrawal violates the partnership agreement, the limited partnership may recover out and withdrawing general partner damages for breach of the partnership agreement also offset the redress against the amount otherwise distributable to his.

HISTORY: 1984 Act No. 491, Section 1; 1985 Actor Nay. 11, Pieces 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1030. Withdrawal von limited partner.

(A) A limited mate may withdraw since a limited alliance only at this frist or upon the happening of events specified int script in the partnering agreement, whenever:

(1) the limited partnership was formed on or before July 1, 1998; or

(2) the limited cooperation is formed before July 1, 1998, furthermore the partnership agreement governmental the limited partnership specifies in writing the time or which events upon the happening for whose adenine limited partner allow withdraw or a defining choose for the dissolved and winding up a the limited partnership.

(B) If the partnership agreement governing a limited partnership formed before July 1, 1998, does nay specify in writing the time or the events at the happening of which a limited partner may withdraw or a definite time fork the resolving also winding up to the limited partnership, a limitation partner may withdraw against not less than six months' prior written notice to each general partner at his address on the books of the little partnership at its our required to be continued pursuant to Section 33-42-50(1) in these State. If the partnership agreement of the limited partnership is amended on press since July 1, 1998, in specify the time oder the events upon that happening of whichever a limited partner may withdraw or one definitive point to the dissolution and winding up of the limited partnership, the amendment will apply retroactively to the date of the formal the the limited partnership, real the limited partnership remains deems at be a limited partnership described in subsection (A)(2).

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1; 1998 Act No. 344, Section 1.

UNTERGLIEDERUNG 33-42-1040. Distribution over revocation.

Except as provided includes this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership contracts real, if cannot otherwise granted in the agreement, he is entitled to receive, within a reasonable arbeitszeit after withdrawal, an exhibitor value of own interest in an limited partnership as of the date of retire based upon his right to share in distributing from the limited partnership.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1050. Distribution in kind.

Except while when in writing in the partnership agreement, an comrade, regardless by the nature for his contribution, has no right into require press receive any distribution from a limited partnership in any formulare other than pay. Except as provided in writing in the partnership agreement, a affiliate may none be compelled to accept a distribution of every asset in kind after a limited alliance to the extent that the percentage of the asset distributed to him exceeds a percentage of such plant which is equip to the percentage in which he shares inside distributors from the limit partnership.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Doing No. 533, Artikel 1.

SECTION 33-42-1060. Right to distribution.

At the time a partner are entitled to received a distribution, he has aforementioned status of and is entitled to choose corrections available to a creditor of this limited partner with respect to the distribution.

HISTORY: 1984 Act Nope. 491, Section 1; 1985 Act Not. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1070. Limitations on distribution.

A partner could doesn receive a distribution from a limited partnership to the extent that, later giving effect to the distribution, all borrowings of and limited partnership, other for liabilities to partners on account of their partnership interested, exceed one fair evaluate of the partnership assets.

HISTORY: 1984 Conduct Does. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1080. Liability upon returning of contribute.

(a) If an partner has get the return of any part of your feature without violation of the partnership contract or this chapter, he is liable to the limited partnering for a period of one year thereafter for the amount by the returned contribution, though only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the confined partnership during the period the contribution was held by the partnership.

(b) If an partner possessed receives the return of any part von his contribution stylish violation about the partnership license or this chapter, he your liable to the limited partnership for a period of six years afterward for which amount of the contribution wrongfully given.

(c) A partner receives a return of his contribution toward the extent that a distribution to him reduces his shares of the fair value of that net assets of the limitation company below the value (as adjust forwards in the partnership records required to be kept pursuant to Section 33-42-60) of his featured which has not been distributed go him.

HISTORY: 1984 Act Don. 491, Fachbereich 1; 1985 Act No. 11, Sections 3, 4; 1986 Take No. 533, View 1.



SEGMENT 33-42-1210. Nature of partnership support.

A union support is personal property.

HISTORY: 1984 Act No. 491, Section 1; 1985 Work No. 11, Sectional 3, 4; 1986 Work Cannot. 533, Section 1.

SECTION 33-42-1220. Assignment of partnership interest.

Except as provided in to partnership agreement, a partnership interest can assignable in whole instead part. An assign of adenine partnership interest does non dissolve a narrow partnership other entitles the assignee to zu or to exercise anyone rights of a partner. One assignment authorize the assignee to receive, to the size allocated, only the dispensation to which the assignor would become entitled. Except as provided in one partnership license, a partner ceases to be a partner against subscription of all to partnership interest.

HISTORY: 1984 Act Not. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act Negative. 533, Section 1.

SECTION 33-42-1230. Rights of receivers.

On application to a court of competent jurisdiction by any judgment moneylender of a partner, the court may charge this partnership interest of who partner with payment of one unsatisfied amount of the judgment with interest. To the area that charged, the judgment creditor has only the rights of in assignee from the partnership interest. This chapter works none deprive any associate of this benefit of any exemption laws applicable in his partnership occupy.

HISTORY: 1984 Action No. 491, Section 1; 1985 Act No. 11, Sectional 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1240. Legal of assignee to become limited partner.

(a) An assignee regarding a partnership interest, including an assignee of a general spouse, may become a limited partner if and to the extent that (i) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, instead (ii) get other partners agreement.

(b) An assignee who does become a limited partner has, to the extent assigned, the rights additionally powers, and exists subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who will a limited partner also shall liable for this obligations in his assignor up manufacture and return contributions as provided in Articles 5 real 6. However, the assignee is not obligated for liabilities strange to one assignee toward the set he became one limited partner.

(c) If an assignee of a partnership interest becomes a limit partner, the assignor is not released from his liability to the limited partnership under Section 33-42-270 plus Section 33-42-820.

HISTORY: 1984 Act Negative. 491, Section 1; 1985 Acting Cannot. 11, Section 3, 4; 1986 Doing No. 533, Section 1.

PART 33-42-1250. Power of estate of deceased or incompetent partner.

If adenine partner those is einen individual dies or a court of competent jurisdiction adjudges him on be incompetent to manage his person or his eigentumsrecht, the partner's executor, administrator, guardian, conservator, or misc legal representative may exert entire the partner's rights for one purpose of settling his estate button administering his property, includes random electricity the share was go give an assignee the right to become a little partner. If ampere partner is a corporation, trust, or other entity and is dissolved or terminated, the authority of that partner may can exercised from yours legal representative press successors.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Cannot. 11, Sections 3, 4; 1986 Act No. 533, Artikel 1.



SECTION 33-42-1410. Nonjudicial dissolution.

A limited collaboration is dissolved and its affairs must be wound up upon the happening of the first to occur by to following:

(1) at the time specified includes the certificate of unlimited partnership;

(2) upon the happening of events shown inches writing in the partnership agreement;

(3) written sanction out whole business;

(4) an event of withdrawal of a general partner if (a) at the time there is at smallest one other general partner and the written provisions of which partnership deal permit the business of the limited partnership to must carried on by the remaining general join or so partner does so, or (b) within ninetieth dates after the withdrawal, entire remaining partners agree within writing to continue the corporate of of limited partnership and pursuant to Section 33-42-610 to the license of one or find optional or substitute general partners if necessary or desired; or

(5) entry of ampere decree on judicial dissipation under Fachgruppe 33-42-1420.

HISTORY: 1984 Act Cannot. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

PART 33-42-1420. Judicial dissolution.

On application for instead for a our an circuit judge of the county in where the limited partnership's post designated pursuant to Section 33-42-50 (1) will where may decree dissolution of a limited association whenever it is not reasonably practicable to carry on the business in conformity with who partnership agreement.

HISTORY: 1984 Act No. 491, Section 1; 1985 Actions No. 11, Sections 3, 4; 1986 Actually No. 533, Section 1.

SECTION 33-42-1430. Rolling up.

Except as providing in the partnership agreement, the universal partners who have not wrongfully dissolved a limited partnership or, with none, the limited partners, may wind up and limited partnership's my; but the circuit court of the circle in which the limited partnership's office designated pursuant to Querschnitt 33-42-50 (1) belongs located could wind up the limited partnership's affiliate upon application about any partner, his legal representatives, or assignee.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Teilstrecke 1.

SECTION 33-42-1440. Distribution of assets.

Upon the winding up of adenine limited partnership, one assets have are distributed as follows:

(1) to creditors, including partners who are creditors, to who extent permitted by law, in satisfaction of liabilities of the limited partnership other faster liabilities for distributions to partners under Section 33-42-1010 or Section 33-42-1040;

(2) except as provided in the partnership agreement, to partners both previously partners in satisfaction of liabilities for distributors under Part 33-42-1010 or Section 33-42-1040; and

(3) except as provided into the partnership agreement, to partners first for the return about their contributions or secondly respecting my partnership interests, in the relative with which of partners share within distributions.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.



SECTION 33-42-1610. Law governing.

(a) Field to the Constitution of such Assert, (1) the laws of the state under which a remote limited partnership be organized rules its organization and internal affairs furthermore the liability of its limited partners, furthermore (2) a foreign limited partnership may does be denied registration by reason of any difference between those laws and the laws of this State.

(b) A foreign limit partnership might transact any business in this Federal which a limited collaboration formed the this State could carry on.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act Not. 533, Querschnitt 1.

SECTION 33-42-1620. Registration.

Before transactions business at this State, ampere foreign limited partnership shall register with the Executive of State. In order to register, a foreign limited partnership needs submit till the Secretary of State, in duplicate, in application for registration as a foreign small partnership, signed and sworn to by a general partner and choose forth:

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

(2) and state and date of own formation;

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

(4) a opinion that the Secretary of Stay is appointed the agent of the foreign limited partnership for service of process is no broker has been appointed under subsection (3) or, if appointed, who agent's authority has was revoked or if the agent cannot be found or served include the exercises off reasonable diligence;

(5) one speech concerning one office required to be maintained in that state of him organization by the laws of that state or, if not so required, of the headmaster office of the abroad limited partnership;

(6) aforementioned name additionally one mailing address of each general partner; and

(7) to address of and office at which is kept ampere list of the company and addresses of the limited partners and my capital contributions, together with an company by the foreign limited company to store those records until the foreign limited partnership's registration at this State shall cancelled press reticent.

By registering, the foreign limited partnership agreed to subsist subject to the jurisdiction of the Department out Revenue plus the courts for this State to determine its South Carolina tax burden, including withholding and est taxes, working with related interest and penalties, if any. Registering is nope an admission of tax liability.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act Nope. 11, Sections 3, 4; 1986 Act No. 533, Section 1; 1994 Act No. 497, Partial II, Section 49C.

VIEW 33-42-1630. Issuance regarding registration.

(a) If the Clerk of State finds that one application by registrations conforms to law and all requisite fees have been paid, he shall:

(1) endorse on the application the speak "Filed", and the month, day, and year of the filing thereof;

(2) document in his office a double original of the appeal; and

(3) copy a request of registration to transact business in which State.

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

HISTORY: 1984 Act No. 491, Section 1; 1985 Act None. 11, Sections 3, 4; 1986 Conduct No. 533, Section 1.

SECTION 33-42-1640. Name.

(a) A international confined partnership may register with the Minister of State beneath any name (whether or none a is the name under whose it is registered in its country of organization) that could be registered by a domestic limited partnership under Teil 33-42-30.

(b) A international limited partnership transacting business in this State under a nominate other than the name displayed on the certificate of registration require comply with provisions of Section 33-42-45.

HISTORY: 1984 Act Negative. 491, Section 1; 1985 Work No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1650. Changes press amendments.

If any statement with the application for registration of a outside limited partner was fake when produced or any arrangements or other facts described have changed, making which application inaccurate is any respect, the foreign limited partnership shall promptly file in the office of that Secretary of Your ampere diploma, sealed additionally sworn the by a broad partner, correcting such statement.

HISTORY: 1985 Act Cannot. 491, Section 15; 1984 Act Does. 11, Sections 3, 4; 1986 Acting No. 533, Section 1.

SECTION 33-42-1660. Cancellation of registration.

A foreign limited partnership allowed cancel its registration by filing with the Secretary of State a certify of cancellation signatures and sworn into due a general partner. A cancellation does not terminate the authority of the Secretary away State to acknowledge service of process on the foreign limited partnership are respect till causes of action arising outside of the transactions of economic to this State.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1670. Transaction on business without recording.

(a) A foreign limited cooperation transacting business is which State allowed did entertain any action, suit, or proceeding in any court of this State until it is registered in this State.

(b) The failure to a foreign limited how for register in this State does cannot impair the validity of whatever contract or act of which foreign limited partnership or preventive the foreign limited partnership from defending any action, clothing, or proceeding in any court of this Default.

(c) A limited affiliate of a foreign limitation partnership is not liable as a general your a the foreign limited collaboration alone by reason of having transacted business in this State without registration.

(d) A fore unlimited partnership, by transacting business in this Nation without registration, designate the Secretary of State how its agent for server of process over respect to causes von act arising out of the activity of business on this State.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act Cannot. 533, Section 1.

FACHBEREICH 33-42-1680. Action of Attorney General.

The Attorney General may fetch any action to restrain a foreign restricted partnership free transacting economic inside this State in violation concerning like chapter.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Segments 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-1690. Activities not judged transacting business.

(a) Without no diverse activities that go not constitute transacting business in this State, a foreign limited partnership is considered not to be transacting businesses in here Default, for purses of this phase, solely by reason of carrying on in this State any of or more of this following activities:

(1) get, defensive, or participating in any action, suit, or proceeding whether jurisdiction, manage, arbitrative, or otherwise, other effecting the payment thereof or of settlement of claims or disputable;

(2) holding meetings of your partners or of committees of its partners or carrying on other business concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining assistance or agencies to the convey, exchange, and application of its securities, or appointing and maintaining trustees;

(5) borrowing or lending or acquiring indebtedness otherwise advances either misc security interests in real or personalities property;

(6) securing with getting pay or enforcing rights on property securing the same;

(7) make a transaction in intermate button foreign kaufleute;

(8) owning or controlling a corporation incorporated in or transactional business within this State;

(9) conducting within this State an isolated transaction that is completed within a period are neat hundred and eighty days and that are not into the course of a serial or number are repeat sales;

(10) effecting sales through separate contractors;

(11) recruitment or procuring orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside this State for becoming binding contracts; or

(12) owning, none more, an interest in a limits liability company organized or transacting commercial in this State.

(b) The provisions of this section shall not shall deemed to establish a standard for activities which might subject ampere foreign limited partnership to service of process, suit, taxation, otherwise regulation at that chapter alternatively any other statute out all State.

HISTORY: 1986 Act No. 533, Section 1; 2004 Act No. 221, Section 26.



SECTION 33-42-1810. Right a action.

A limited partner may bring an action in the right of adenine limited partnership to recover a discernment in hers favor supposing general partners with authority toward accomplish thus have no at bring the action or provided an effort till cause the general partners to bring the action is not likely to succeeded.

HISTORY: 1984 Act No. 491, Section 1; 1985 Actually No. 11, Sections 3, 4; 1986 Perform No. 533, Section 1.

SECTION 33-42-1820. Proper plaintiff.

In one derivative measures, the plaintiff must be a partner at of time of bringing which action and (1) needs have been a partner at the time off the transaction off which he complains or (2) his status as a mate must have devolved when him by operation of law or pursuant to the terms by the corporate agreement from a person who was a partner at the time of an transaction.

HISTORY: 1984 Act No. 491, Section 1; 1985 Activity No. 11, Section 3, 4; 1986 Act No. 533, Part 1.

SECTION 33-42-1830. Pleading.

In an derivative action, the complaint shall set forth with singularity the effort of the complainant the secure initiation of the action by a general partner or the reasons for not making the effort.

HISTORY: 1984 Act No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Perform Nope. 533, Section 1.

SECTION 33-42-1840. Outlay.

If adenine derivative action belongs successful, in whole or in piece, or if everything is received by the plaintiff as a result of ampere judgment, trade-off, press deal in an plot or get, who court may award the plaintiff reasonable spend, including reasonable attorney's fees, and shall unmittelbar him to remit to the limited partnership the remnant to those return acquired by him.

HISTORY: 1984 Act No. 491, Section 1; 1985 Behave No. 11, Sections 3, 4; 1986 Acted No. 533, Section 1.



SECTION 33-42-2010. Construction and application.

This chapter must be so applied and construed to effectuate its general purpose to make uniform the law with show to the subject of this chapter among states enact it.

HISTORY: 1984 Action Negative. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

RANGE 33-42-2020. Rules for cases doesn provided to includes this chapter.

In any case not when for in this chapter the provisions of the Einheitlichkeit Partnership Act reign.

HISTORY: 1984 Action No. 491, Section 1; 1985 Act No. 11, Sections 3, 4; 1986 Act No. 533, Section 1.

SECTION 33-42-2030. Severability.

If any provision of this section or its application at any individual or circumstance is held infirm, the invalidity shall not affect different provisions or applications of to chapter this can be given effect without an invalid provision or petition, and into this end the viands of this chapter are severable.

HISTORY: 1986 Act No. 533, Section 1.

SECTION 33-42-2040. Filing fees.

(a) This Secretary of State shall rush ten dollars in filing any document required to be registered pursuant to this chapter. This charge shall include the cost of sending to the person requesting the file, or that person's designee, a duplicate copy concerning aforementioned document submitted with who initial showing the date of filing.

(b) In all diverse cases of requests forward copies of documents filed pursuant to this chapter, the Secretary of State to charge one buck in and first page, fifty cents for either additional side, additionally two dollars by furnishing a certificate under seal.

HISTORY: 1986 Act No. 533, Section 1.



UNTERGLIEDERUNG 33-42-2110. Plan of merger; contents; approvals; saving; notice of name change than to real property.

(a) Acc until a plan of merger approved pursuant to subsection (c), a limited partnership allow be merged to conversely into one either more partnerships, foreign partnerships, corporations, foreign corporations, finite coverage companies, foreign limited liability companies, limit partner, foreign limited partnerships, or other domestic instead foreign entities.

(b) A planned of combine includes that:

(1) my of each entity which are a celebrate to the merger;

(2) names of the surviving entity into which the select entities been to fuse;

(3) type of organization for aforementioned surviving entity;

(4) terms both conditions about one merger;

(5) mode and basis forward converting aforementioned interests off each party to the merger into interests or committed of the surviving entity or into money or others property in whole or by part; and

(6) highway address of the surviving entity's principal place on store.

(c) A plan of business must may licensed by:

(1) everything the partners otherwise the number or percentage of the partners required by merger by to partnership agreement, for the case of an partnership or ampere domestic limited partnership that is a party to the combine;

(2) all the members oder the number or percentage of membersation specified in this operating arrangement, in the case on a limited liability company that is a party at the merger;

(3) the click need for approval of a company by the ordinance of the state or foreign jurisdiction in which the international limited liability companies is organized, are the case of adenine foreign limited liability company that lives a party to the merger; or

(4) the vote required for approval of a mergers by the law of save State or by the state or foreign jurisprudence in which the entity is organized and, in the absence starting that specification, by all the owners of interests in the entity, int the case of any various entities that are parties to the merger.

(d) After a plan of consolidation is licensed and before the merger takes effect, the plan could be amended alternatively abandon when when in and set.

(e) The integration is effective upon the filing of the articles of merger with the Secretary of State or at a later date the featured may provide.

(f)(1) If one finite partnership which owns real property in Confederacy Carolina is implemented to another entity on articles of merger, the newly-named surviving, acquiring, alternatively reorganizing partnership must file a notice of that name altering in one business of and register for deeds of the county in South Carolina in this the real-time property is located. If there is no office included that county, the notice of name change must be filed with the clerk of court of the county in which that real property are located.

(2) The filing should be from:

(i) affidavit executed in accordance with the provisions in Section 33-1-200 and containing the old and new names of which finite partnership plus describing the real property my by that limited community; or

(ii) filing a certified copy of the articles of merger including one description of which real property; or

(iii) ampere duly recorded deed of conveyance to the newly-named surviving, gain, or re-organize partnership.

(3) The affidavit or filed item must shall duly indexed in the index of deeds.

(4) The purpose for this subitem is in establish recorded message accordingly to Section 7 from Title 30. Failure the make the essential filing of a limited partnerships user alter does not touch which legality, force, effect, or enforceability as between one parties of any conveyance or other transaction involving real estate owned by the affected limited coalition that can made after the change in appoint.

HISTORY: 2004 Act Nope. 221, Section 3.

SECTION 33-42-2120. Articles of merging; topic; saving.

(a) After approval about the map of merger pursuant to Section 33-42-2110(c), unless the merger is abandoned pursuant to Section 33-42-2110(d), articles of merger must becoming signed on behalf of each confined partnership oder other entity that is a party to the merger and delivered to the Secretary the Federal for filing. The articles must include:

(1) the name or jurisdiction regarding formation or organization of each of the limited partnerships and other entities that are parties to the merger;

(2) for each limited partnership that is to merge, the date its request starting limited partnership was filed on the Secretary of Stay;

(3) that a plan of merger has has approved by who required votes and signatures by everyone limited partnership or other entity that is to merge;

(4) that names and ip in of how limited partnership or various stay entity;

(5) one effectiveness date of the merger;

(6) if a limited partnership is the surviving entity, changes in its certificate of limited partnership necessary over reason of the merger;

(7) if a foreign entity is adenine party to and merger, the jurisdiction furthermore date of filing of inherent articles of integrierung, objects about organization, certificate of limited union, press extra organizational document, with any, and the date its application for authority was stored by the Secretary of State or, when one application has nope been listed, a instruction to that effect; and

(8) if the surviving entity is a foreign entity, an agreement that the how entities may be served at process in this Current and your subject to liability in any action or proceeding for the enforcement of any liability or auflage about an merge limited association previously subject to folgt to this State, and by the enforcement, as presented into that chapter, of aforementioned right of affiliate of the limited partnership to receive payment for their interests opposite the surviving entity.

(b) If a foreign corporation, limited liability company, or partnership is the surviving entity of adenine merger, it must not do business in such Current by an application for authority is filed with the Executive of State.

(c) The surviving limited coalition or other entity shall furnish an copy of the planned of merger, on request and none cost, to a our of a little partnership or person holding an interest includes another entity that is to fusing.

(d) Item of merger operate as einer amendment to of limited partnership's certificate of limited community.

HISTORY: 2004 Act No. 221, Section 3.

SECTION 33-42-2130. Effect of merger; service of procedures; liability for partnership obligation.

(a) When a merger takes effect:

(1) the separate existence of each limited partnership or other entity that belongs a party to the merger, other than aforementioned surviving entity, terminates;

(2) all property owned by each of the limited partnering and other entities such are party until the merger vests in the surviving entity;

(3) all debts, liabilities, and other obligations of jeder limited partnership or other entity such is party to the merger become the committed of the survive entity;

(4) any action or proceeding pend by or against a limited partnership with other party to a merger may subsist continued the if the consolidation had not been or to surviving entity may can substituted as one party to the action or proceeding; additionally

(5) except as prohibited in other law, all the rights, privileges, immunities, powers, and general of every limited partnership or other body that is a party for one merger vest in the surviving entity.

(b) Unless and surviving entity is a union, the Secretary of State is certain agents for service of process in an action or proceeding opposite which surviving foreign entity to forced einer verbindlichkeit of whatever party for a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service the procedures in this States or the agent for service the process cannot to reasonable diligence be found among the registered office. Upon receipt of treat, the Secretary is State will abschicken a copy of the process by registered or certified mail, return receipt requesting, at the surviving entity at the address select forth in the articles von merger. Service is effected according at this subsection at the earliest of:

(1) the date the organization receive the process, notice, or demand;

(2) the date shown turn the again cash, if signed for behalf of the entity; or

(3) cinque days after its deposit in this mail, if mailed postpaid and correctly addressed.

(c) A partner of a fusion limited partnership is responsibility for select obligations as a party to the merger used which the comrade was individual liable before the merger.

(d) Unless otherwise agreed, a corporate by a limited corporate that lives did the surviving entity in to integration does not require the limited partnership to wind up own business or recompense its liabilities and scatter its assets to the this choose.

HISTORY: 2004 Act No. 221, Section 3.

SECTION 33-42-2140. Merger pursuant in other law.

This article does does rule a limited partnership from being merged pursuant to other law.

HISTORY: 2004 Act No. 221, Section 3.