The South Carolina Preferential Purchase Right Notice / Waiver Under Operating Agreement refers to a legal provision that grants certain rights and privileges to stakeholders within an operating agreement. Operating agreements are commonly found in the context of limited liability companies (LCS) and govern the internal workings and relationships between members or owners of the company. The Preferential Purchase Right Notice provides a mechanism by which an existing member or owner of an LLC has the first right to purchase additional ownership interests in the company before they are offered to outsiders or new investors. This ensures that current members have the opportunity to maintain their proportionate ownership and control over the LLC. In South Carolina, there may be different types of Preferential Purchase Right Notices or Waivers that can be utilized based on the specific preferences of the members and the requirements set forth in the operating agreement. These may include: 1. First-Refusal Right: This type of notice allows a member to exercise their right to purchase additional ownership interests based on the terms and conditions specified in the operating agreement. If another member or owner of the LLC wishes to sell their interests, they must first offer it to the existing members who hold this right, before considering selling to outside parties. 2. Co-Sale Right: This notice provision enables a member who wishes to sell their ownership interests to include additional interests held by other members in the same transaction. Essentially, it allows multiple members to sell their shares collectively, granting them more bargaining power and potentially attracting larger offers. 3. Waiver of Preferential Purchase Right: Members within an LLC have the flexibility to waive their preferential purchase rights. This means they voluntarily relinquish their right to purchase additional interests, opening the door for these interests to be sold to outside investors without the requirement of offering them to existing members first. It is important to emphasize that the specific types of South Carolina Preferential Purchase Right Notices or Waivers may vary depending on the intricacies outlined in the operating agreement of the LLC. These provisions should typically be drafted and reviewed by legal professionals to ensure compliance with South Carolina state laws and the specific intentions of the LLC's members.
South Carolina Preferential Purchase Right Notice / Waiver Under Operating Agreement
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SECTION 33-44-303. Liability of members and managers. (a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company.
Unlike the South Carolina Articles of Organization, the operating agreement is an internal document?you don't need to file it with the Secretary of State?but having a strong operating agreement is essential.
Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing.
(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written or electronic ballot to every member entitled to vote on the matter.
South Carolina Code of Laws Sections 33-44-108 through 33-44-111 contain the state law governing registered agents for limited liability companies. This includes the need to have an agent and office for service of process, the procedures for changing the agent or office, and what an agent must do to resign.
S.C. Code Ann. § 33-44-504(e) provides that Section is the exclusive remedy by which a judgment creditor may satisfy a judgment out of the distributional interests in an LLC.
Specifically, Section 33-44-303 of the South Carolina Code of Laws provides that the liabilities of the LLC are solely the liabilities of the company, and a member or manager is not personally liable for them solely by reason of being or acting as a member or a manager.
