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SOUTH CAROLINA LEGAL INFORMATION
LLC Links -- Forms and Statutes
Selected South Carolina LLC Statutes
- SECTION 33-44-407. Liability for unlawful distributions.
(a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of Section 33-44-406, the articles of organization, or the operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating Section 33-44-406, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with Section 33-44-409.
(b) A member of a manager-managed company who knew a distribution was made in violation of Section 33-44-406, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under Section 33-44-406.
(c) A member or manager against whom an action is brought under this section may implead in the action all:
(1) other members or managers who voted for or assented to the distribution in violation of subsection (a) and may compel contribution from them; and
(2) members who received a distribution in violation of subsection (b) and may compel contribution from the member in the amount received in violation of subsection (b).
(d) A proceeding under this section is barred unless it is commenced within two years after the distribution.
- SECTION 33-44-704. Statement of dissociation.
(a) A dissociated member or a limited liability company may file in the office of the Secretary of State a statement of dissociation stating the name of the company and that the member is dissociated from the company.
(b) For the purposes of Sections 33-44-301 and 33-44-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
- Member statement of disassociation filed with SC Secretary of State's office.
Library of Informational Legal Articles
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