Current Status Introducing Body:Senate Bill Number:996 Primary Sponsor:Passailaigue Committee Number:11 Type of Legislation:GB Subject:Registered limited liability partnership Residing Body:Senate Current Committee:Judiciary Computer Document Number:GJK/20216SD.94 Introduced Date:19940111 Last History Body:Senate Last History Date:19940111 Last History Type:Introduced, read first time, referred to Committee Scope of Legislation:Statewide All Sponsors:Passailaigue Rose Type of Legislation:General Bill
Bill Body Date Action Description CMN Leg Involved
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996 Senate 19940111 Introduced, read first time, 11
referred to Committee
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TO AMEND SECTION 33-41-20, CODE OF LAWS OF SOUTH CAROLINA, 1976, RELATING TO DEFINITIONS IN REGARD TO THE UNIFORM PARTNERSHIP ACT, SO AS TO DEFINE "REGISTERED LIMITED LIABILITY PARTNERSHIP"; TO AMEND SECTION 33-41-210, RELATING TO THE DEFINITION OF A PARTNERSHIP AND ITS APPLICATION TO LIMITED PARTNERSHIPS, SO AS TO INCLUDE WITHIN THIS DEFINITION REGISTERED LIMITED LIABILITY PARTNERSHIPS; TO AMEND SECTION 33-41-370, RELATING TO THE NATURE OF A PARTNER'S LIABILITY, SO AS TO FURTHER PROVIDE FOR THIS LIABILITY; TO AMEND SECTION 33-41-510, RELATING TO RULES DETERMINING THE RIGHTS AND DUTIES OF PARTNERS IN RELATION TO THE PARTNERSHIP, SO AS TO REVISE THE MANNER IN WHICH EACH PARTNER SHALL CONTRIBUTE TOWARD THE PARTNERSHIP'S LOSSES; TO AMEND SECTION 33-41-960, RELATING TO THE LIABILITY OF A PARTNER FOR THE ACTS OF OTHER PARTNERS AFTER DISSOLUTION, SO AS TO FURTHER PROVIDE FOR THIS LIABILITY; TO AMEND SECTION 33-41-1010, RELATING TO THE EFFECT OF DISSOLUTION ON THE EXISTING LIABILITY OF A PARTNER, SO AS TO REVISE THE OBLIGATIONS OF THE PARTNERSHIP FOR WHICH THE INDIVIDUAL PROPERTY OF A DECEASED PARTNER MAY BE LIABLE; TO AMEND SECTION 33-41-1060, RELATING TO THE SETTLEMENT OF ACCOUNTS BETWEEN PARTNERS AND THE RULES FOR DISTRIBUTION, SO AS TO FURTHER PROVIDE FOR WHAT CONSTITUTES THE ASSETS OF THE PARTNERSHIP AND CERTAIN CONTRIBUTIONS WHICH THE PARTNERS ARE REQUIRED TO MAKE; AND TO ADD SECTIONS 33-41-1110 THROUGH 33-41-1130 SO AS TO PROVIDE FOR THE FORMATION, REGISTRATION, AND REGULATION OF REGISTERED LIMITED LIABILITY PARTNERSHIPS.
Be it enacted by the General Assembly of the State of South Carolina:
SECTION 1. Section 33-41-20 of the 1976 Code is amended to read:
"Section 33-41-20. As used in this chapter:
(1) `Court' includes every court and judge having jurisdiction in the case;
(2) `Business' includes every trade, occupation, or profession;
(3) `Bankrupt' includes a bankrupt under the Federal Bankruptcy Act or an insolvent under any state insolvent act;
(4) `Conveyance' includes every assignment, lease, mortgage, or encumbrance; and
(5) `Real property' includes land and any interest or estate in land.; and
(6) `Registered limited liability partnership' includes a partnership formed pursuant to an agreement governed by the laws of this State, registered under Section 33-41-1110 and complying with Sections 33-41-1120 and 33-41-1140."
SECTION 2. Section 33-41-210 of the 1976 Code is amended to read:
"Section 33-41-210. A `partnership' is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of this State, a registered limited liability partnership. But However, any association formed under any other statute of this State or any statute adopted by authority, other than the authority of this State, is not a partnership under this chapter unless such the association would have been a partnership in this State prior to before the adoption of this chapter on February 13, 1950.
But this This chapter shall apply to limited partnerships except in so far as the statutes relating to such the partnerships are inconsistent herewith with the provisions of this chapter."
SECTION 3. Section 33-41-370 of the 1976 Code is amended to read:
"Section 33-41-370. (1) Except as provided by item (2) of this section, All all partners are liable jointly and severally for everything chargeable to the partnership.
(2) Subject to item (3) of this section, a partner in a registered limited liability partnership is not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, for debts, obligations, and liabilities chargeable to the partnership arising from negligence, wrongful acts, or misconduct committed while the partnership is a registered limited liability partnership and in the course of the partnership business by another partner or an employee, agent, or representative of the partnership.
(3) Item (2) of this section shall not affect the liability of a partner in a registered limited liability partnership for his own negligence, wrongful acts, or misconduct, or that of a person under his direct supervision and control."
SECTION 4. Section 33-41-510(1) of the 1976 Code is amended to read:
"(1) each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied. And Except as provided in Section 33-41-370(2), each partner must shall contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits;"
SECTION 5. Section 33-41-960 of the 1976 Code is amended to read:
"Section 33-41-960. When the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any a partner acting for the partnership as if the partnership had not been dissolved unless:
(1) the dissolution being by act of any a partner, the partner acting for the partnership had knowledge of the dissolution; or
(2) the dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.; or
(3) the liability is for a debt, obligation, or liability for which the partner is not liable as provided in Section 33-41-370(2)."
SECTION 6. Section 33-41-1010(4) of the 1976 Code is amended to read:
"(4) The individual property of a deceased partner shall must be liable for all those obligations of the partnership incurred while he was a partner and for which he was liable under Section 33-41-370 but subject to the prior payment of his separate debts."
SECTION 7. Section 33-41-1060 of the 1976 Code is amended to read:
"Section 33-41-1060. In settling accounts between the partners after dissolution the following rules shall must be observed, subject to any agreement to the contrary:
(1) the assets of the partnership are:
(a) the partnership property and
(b) the contributions of the partners necessary for the payment of all the liabilities specified in item (2) (4) of this section;
(2) the liabilities of the partnership shall rank in order of payment, as follows:
(a) those owing to creditors other than partners,
(b) those owing to partners other than for capital and profits,
(c) those owing to partners in respect of capital, and
(d) those owing to partners in respect of profits;
(3) the assets shall must be applied in the order of their declaration in item (1) of this section to the satisfaction of the liabilities;
(4) except as provided in Section 33-41-370(2):
(a) the partners shall contribute, as provided by Section 33-41-510, the amount necessary to satisfy the liabilities; but if and
(b) if any, but not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities;
(5) an assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in item (4) of this section;
(6) any partner or his legal representative shall have the right to enforce the contributions specified in item (4) of this section to the extent of the amount which he has paid in excess of his share of the liability;
(7) the individual property of a deceased partner shall must be liable for the contributions specified in item (4) of this section;
(8) when partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore provided by law; and
(9) when a partner has become bankrupt or his estate is insolvent the claims against his separate property shall must rank in the following order:
(a) those owing to separate creditors,
(b) those owing to partnership creditors, and
(c) those owing to partners by way of contribution."
SECTION 8. Title 33, Chapter 41 of the 1976 Code is amended by adding:
"Section 33-41-1110. (1) To become and to continue as a registered limited liability partnership, a partnership shall file with the Secretary of State an application or a renewal application, as the case may be, stating the name of the partnership; the address of its principal office, if the partnership's principal office is not located in this State; the address of a registered office, and the name and address of a registered agent for service of process in this State, which the partnership will be required to maintain; the number of partners; a brief statement of the business in which the partnership engages, and that the partnership applies for status or renewal of its status, as the case may be, as a registered limited liability partnership.
(2) The application or renewal application must be executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.
(3) The application or renewal application must be accompanied by a fee of one hundred dollars.
(4) The Secretary of State shall register as a registered limited liability partnership, and shall renew the registration of any registered limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.
(5) Registration is effective for one year after the date an application is filed, unless voluntarily withdrawn by filing with the Secretary of State a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to execute a withdrawal notice. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day period preceding the date the application or renewal application otherwise would have expired, the partnership files with the Secretary of State a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.
(6) The status of a partnership as a registered limited liability partnership may not be affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.
(7) The Secretary of State may provide forms for application for or for renewal of registration.
Section 33-41-1120. The name of a registered limited liability partnership must contain the words `Registered Limited Liability Partnership' or the abbreviation `L.L.P.' as the last words or letters of its name.
Section 33-41-1130 (1) A partnership, including a registered limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
(2) It is the intent of the General Assembly that the legal existence of registered limited liability partnerships formed and existing under this chapter be recognized outside the boundaries of this State and that the laws of this State governing such registered limited liability partnerships be granted the protection of full faith and credit under the Constitution of the United States.
(3) It is the policy of this State that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing under this chapter, including the liability of partners for debts, obligations, and liabilities chargeable to partnerships, shall be subject to and governed by the laws of this State.
(4) It is also the policy of this State that the internal affairs of partnerships, including registered limited liability partnerships, formed and existing under the laws of another jurisdiction, including the liability of partners for debts, obligations, and liabilities chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction.
(5) Subject to any provisions of law for the regulation and control of specific types of businesses, registered limited liability partnerships formed and existing under the laws of another jurisdiction may do business in this State and are not required to register with the Secretary of State under this chapter."
SECTION 9. This act takes effect upon approval by the Governor.