South Carolina Code 33-44-503. Rights of transferee
(b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member’s obligations to make contributions under § 33-44-402 and for obligations under § 33-44-407 to return unlawful distributions, but the transferee is not obligated for the transferor member’s liabilities unknown to the transferee at the time the transferee becomes a member.
Terms Used In South Carolina Code 33-44-503
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a), the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.
(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company’s business, require access to information concerning the company’s transactions, or inspect or copy any of the company’s records.
(e) A transferee who does not become a member shall:
(1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) receive, upon dissolution, and winding up of the limited liability company’s business:
(i) in accordance with the transfer, the net amount otherwise distributable to the transferor;
(ii) a statement of account only from the date of the latest statement of account agreed to by all the members;
(3) seek under § 33-44-801(5) a judicial determination that it is equitable to dissolve and wind up the company’s business.
(f) A limited liability company need not give effect to a transfer until it has notice of the transfer.