South Carolina Code 33-44-909. When conversion takes effect; filing of notice of name change as to real property
(b) When a conversion takes effect:
Terms Used In South Carolina Code 33-44-909
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Grantor: The person who establishes a trust and places property into it.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(1) all property owned by the converting limited liability company vests in the corporation;
(2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the corporation;
(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting limited liability company vest in the corporation;
(5) except as otherwise provided in the agreement of conversion pursuant to § 33-44-908, all the members of the converting limited liability company continue as shareholders of the corporation; and
(6) a member’s liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.
(c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.
(2) The filing must be by:
(i) affidavit executed in accordance with the provisions of § 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or
(ii) filing a certified copy of the articles of incorporation including a description of the real property; or
(iii) by a duly recorded deed of conveyance to the newly-named corporation.
(3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds.
(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a limited liability company name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected corporation that is made after the change in name.