LLC Conversion and Domestication Filing Requirements in South Carolina
At a glance
| Governing law, transaction names, and route scope | South Carolina Uniform LLC Act §§ 33-44-908 to -914; separate conversion pairs govern LLC-to-corporation, LLC-to-limited-partnership, and LLC-to- partnership changes. Chapter 44 has no LLC domestication, continuance, transfer, or redomestication provision |
|---|---|
| Entity-type conversion availability and eligible destination forms | Direct conversion only to a South Carolina corporation, limited partnership, or partnership under §§ 33-44-908, -910, and -912; § -914 preserves any route supplied by other law but supplies none itself |
| Inbound/outbound domestication, continuance, and transfer | No direct inbound or outbound LLC jurisdiction-change route in Chapter 44; Title 33's separately titled domestication chapter is for foreign corporations, not LLCs (Title 33 index; §§ 33-44-908 to -914) |
| Destination-law reciprocity and regulated-entity limits | Express conversions produce South Carolina destination entities and state no destination-law reciprocity test. No foreign LLC/entity result or ordinary nonprofit, professional, benefit, regulated, or series route is supplied by §§ 33-44-908 to -914 |
| Plan terms, interest conversion, and resulting governing documents | Agreement states conversion terms and how member interests become result interests, cash, other consideration, or both. It has no separate required name, jurisdiction, effective-time, or destination-organic-document term; those appear in the destination filing (§§ 33-44-908(c), -910(c), -912(c)) |
| Member approval, agreement control, classes/series, and new-liability consent | All members or the operating agreement's conversion number/percentage; member action may be without a meeting and proxy requires a signed appointment. No manager, class/series, notice, or separate consent for a member who becomes personally liable is stated (§§ 33-44-103, -404(d)-(e), -908(b), -910(b), -912(b)) |
| Conversion/domestication statements, companion filings, signer, and contents | Corporation: destination articles of incorporation plus conversion/former- name/vote/cancellation terms, attorney certificate, and CL-1. LP: destination certificate plus those conversion terms, signed by all named general partners. Partnership: articles of conversion with those four terms, signed by authorized member/manager or attorney-in-fact. South Carolina realty also triggers county name-change notice (§§ 33-2-102, 33-42-210, -240, 33-44-205, -908 to -913) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Corporation result: $135 total including $25 CL-1, with delay capped at day 90. LP result: $10 and filing/later date, no maximum stated. Partnership: current listing $10 although § 33-44-1204(a)(14) says $2 for another Chapter 44 document; filing/later date, no maximum stated. No conversion- specific amendment, abandonment, withdrawal, status, or tax-clearance rule (§§ 33-1-220, -230, 33-42-2040, 33-44-908 to -912, -1204) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity; property, debts/obligations, proceedings, rights, powers, and purposes continue, and owners continue in the destination status unless the agreement says otherwise. Preconversion personal liability remains; postconversion liability follows shareholder, general/limited-partner, or partner status (§§ 33-44-908(f) to -913) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | No conversion-specific appraisal, dissent, fair-value, or buyout right in §§ 33-44-908 to -914. Section -914 does not bar conversion under other law, but this survey does not prescribe merger, dissolution/formation, asset transfer, registration, tax treatment, valuation, or another route |
Requirements one by one
Three destination forms have separate conversion pairs
South Carolina does not use one general conversion section. An ordinary domestic LLC may convert to a South Carolina corporation under §§ 33-44-908 to 33-44-909, to a South Carolina limited partnership under §§ 33-44-910 to 33-44-911, or to a South Carolina partnership under §§ 33-44-912 to 33-44-913.
Each pair uses an agreement of conversion stating the transaction terms and how member interests become destination interests, cash, other consideration, or a combination. The sections do not require the agreement itself to state both jurisdictions, an effective time, or the destination organic documents.
Chapter 44 contains no LLC domestication, continuance, transfer, or redomestication provision. Its savings clause says only that conversion under other law is not precluded; it does not supply a foreign destination or filing. The Title 33 index's separately named domestication chapter covers foreign corporations. S.C. Code § 33-44-914 and the official Title 33 chapter index.
The operating agreement can replace unanimity
Each conversion section defaults to all members but accepts the number or percentage the operating agreement requires for conversion. Action requiring member consent may occur without a meeting, and a member may appoint a proxy in a signed instrument. The provisions state no separate manager approval, class or series vote, member notice, or individual consent for a member who would acquire general-partner liability. S.C. Code §§ 33-44-103, 33-44-404(d)-(e), 33-44-908(b), 33-44-910(b), and 33-44-912(b).
The destination determines the public filing
For a corporation, the LLC files destination articles of incorporation with the conversion statement, former name, votes for and against, required threshold if nonunanimous, and cancellation of the LLC articles. The ordinary corporate fields, South Carolina lawyer certificate, and initial CL-1 report also apply. S.C. Code §§ 33-2-102 and 33-44-908(d).
For a limited partnership, the LLC files a destination certificate naming the LP, office, service agent, every general partner, and dissolution date, plus the same conversion, former-name, vote, and cancellation statements. Every named general partner signs, personally or through an attorney-in-fact. S.C. Code §§ 33-42-210, 33-42-240, and 33-44-910(d).
For a partnership, the LLC files articles of conversion with the four conversion statements. A member of a member-managed LLC or manager of a manager-managed LLC signs with name and capacity; an attorney-in-fact may sign. S.C. Code §§ 33-44-205 and 33-44-912(d).
Fees and delayed dates differ by result
The current agency listing gives a corporation conversion total of $135, including the $25 CL-1 fee. Corporate filing law permits a delayed date no later than day 90. S.C. Code §§ 33-1-220 and 33-1-230.
The limited-partnership conversion fee is $10 under both the current listing and § 33-42-2040. Its conversion section permits a later effective date but states no maximum. S.C. Code §§ 33-42-2040 and 33-44-910(f).
For partnership conversion, the current agency listing says $10 while the LLC Act's catch-all fee for another Chapter 44 document says $2. The source conflict should be confirmed with the filing office. Section 33-44-912(e) permits a later date but states no maximum. S.C. Code §§ 33-44-912 and 33-44-1204.
The conversion provisions state no plan-amendment, abandonment, postfiling withdrawal, good-standing, or tax-clearance condition. Corporate and LLC filing law separately permit correction of an incorrect or defectively signed record. S.C. Code §§ 33-1-240 and 33-44-207.
Continuity does not erase the liability change
All three results are the same entity. Property vests in the result; debts and obligations continue; pending proceedings may continue; and rights, powers, and purposes carry over. Unless the agreement says otherwise, members become shareholders, general or limited partners, or general partners according to the destination. S.C. Code §§ 33-44-909, 33-44-911, and 33-44-913.
Preconversion personal liability remains to the extent it already existed. Postconversion liability follows the destination status: shareholder liability for a corporation, general- or limited-partner liability for an LP, and general- partner liability for a partnership. The conversion provisions state no appraisal, dissent, fair-value, or buyout right. S.C. Code §§ 33-44-908(f) to 33-44-913.
What trips people up
- A less-than-unanimous agreement threshold can carry a liability change. The conversion sections do not add a separate consent right for a member who becomes a general partner; the agreement's interest-conversion terms and vote rule must be read together.
- Real-property owners have a county filing after the state filing. Each continuity section requires the newly named result to record notice in the county register of deeds, or clerk of court if there is no register, when the LLC owns South Carolina realty.
- The partnership fee sources conflict. The current form listing says $10, but § 33-44-1204(a)(14) says $2 for another Chapter 44 filing.
Common questions
Does South Carolina offer one form for every LLC conversion?
No. The current Secretary of State listing provides separate forms for an LLC becoming a corporation, limited partnership, or partnership.
Must the conversion agreement itself be filed?
Sections 33-44-908, 33-44-910, and 33-44-912 require the destination filing to carry specified conversion statements. They do not list the entire agreement of conversion as a filed attachment.
Does the savings clause create an interstate LLC move?
No route is created by that sentence. Section 33-44-914 merely says the LLC is not precluded from conversion under other law, so any claimed alternative still needs its own current statutory authority and filing path.
Statutes and sources
- S.C. Code §§ 33-44-103, -205 to -207, -404, -908 to -914, and -1204 govern agreement control, member action, three conversion routes, destination statements, effect, continuity, liability, county notice, correction, and the LLC fee provision. Accessed September 8, 2026.
- S.C. Code §§ 33-1-220 to -240 and § 33-2-102 govern the corporation result's fee, timing, correction, articles, lawyer certificate, and initial report. Accessed September 8, 2026.
- S.C. Code §§ 33-42-210, -240, and -2040 govern the limited- partnership certificate, signatures, and fee. Accessed September 8, 2026.
- South Carolina Title 33 chapter index confirms the separate foreign-corporation domestication chapter and the LLC Act's place in Chapter 44. Accessed September 8, 2026.
- South Carolina Secretary of State conversion-forms listing identifies the three current LLC forms and filing charges. Accessed September 8, 2026.
Source links
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