South Carolina Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal When it comes to the transfer of venture interests in South Carolina, there are several clauses and provisions that are commonly included in agreements to govern these transactions. One important clause to consider is the Right of First Refusal. The Right of First Refusal is a protective provision that grants existing venture partners the first opportunity to purchase the transferring partner's interest before it can be sold to an outside party. This right ensures that the other partners have the chance to maintain control and ownership within the venture, preserving the existing dynamics and relationships. There are two different types of Rights of First Refusal commonly used in South Carolina: 1. Right of First Refusal — Simple: This type of right grants existing venture partners the opportunity to purchase the transferring partner's interest on the same terms and conditions as those offered by an outside party. If the other partners decide to exercise their right, they must be willing to match or better the terms offered by the outside party, ensuring fairness in the transaction. 2. Right of First Refusal — Specific Price or Percentage: In this variation of the Right of First Refusal, the transferring partner sets a specific price or percentage at which they are willing to sell their interest. The other partners then have the option to purchase the interest at that predetermined price or percentage. If they decline, the transferring partner is free to sell their interest to an outside party at the specified price. In addition to the Right of First Refusal, South Carolina Clauses Relating to Transfers of Venture Interests may also include: 1. Approved Transferees: This clause restricts the transferring partner from selling their interest to just anyone. It requires the consent of the other partners in the venture before a transfer can occur, ensuring that potential buyers meet certain criteria set by the partners. 2. Drag-Along Rights: This provision allows a majority or controlling interest holder to "drag along" minority interest holders in a sale of the entire venture. If a majority agrees to sell, minority holders are usually required to sell their interests as well. 3. Tag-Along Rights: This clause benefits minority interest holders, giving them the ability to "tag along" in a sale proposed by a majority or controlling interest holder. It allows them to sell their interest at the same terms and conditions as the majority holder, protecting their financial interests. In summary, the South Carolina Clauses Relating to Transfers of Venture Interests, particularly the Rights of First Refusal, serve to maintain the integrity of venture partnerships by providing existing partners with the opportunity to control the transfer process. By including these clauses in agreements, partners can protect their investment and ensure the preservation of their venture's structure.
South Carolina Clauses Relating to Transfers of Venture interests - including Rights of First Refusal
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Title 33 - Corporations, Partnerships and Associations. Chapter 44 - UNIFORM LIMITED LIABILITY COMPANY ACT OF 1996. Section 33-44-1002 - Application for certificate of authority. (8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c).
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.
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.
SECTION 33-44-202. 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.
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.
Section 12-37-3140 of the South Carolina Code of Laws An assessable transfer of interest (ATI) means a transfer of an existing interest in real property that subjects the real property to appraisal. For purposes of this definition, an existing interest in real property includes life estate interests.
The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.
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.