LLC Member Dissociation, Withdrawal, and Expulsion Requirements in South Carolina

At a glance

Requirements one by one

The agreement can eliminate the default power to leave

Under S.C. Code §§ 33-44-601(1) and 33-44-602(a), the statutory default is power to withdraw at any time, rightfully or wrongfully. But unlike newer uniform-act versions, South Carolina expressly makes that power subject to the operating agreement.

When the power remains, status ends on the date the company has notice of the member’s express will or on a later date the member specifies. Sections 33-44-101 to 33-44-103 state no universal writing, signature, advance period, acceptance, or company-consent requirement, but an agreement may add a valid process.

A term company has the important timing-based wrongfulness branch

Section 33-44-602(b)-(d) makes an express agreement breach wrongful. It also makes four pre-expiration exits wrongful in a term company: express-will withdrawal, judicial expulsion, debtor-in-bankruptcy dissociation, and the specified willful entity dissolution or termination.

The member owes the LLC and the other members damages caused by the wrongful dissociation, in addition to other obligations. If the LLC does not wind up, company damages must be offset against distributions otherwise due. Ordinary timing alone does not make an at-will-company withdrawal wrongful.

Full transfer and unanimous expulsion are not the same route

Under § 33-44-601(3), transfer of the entire distributional interest causes dissociation automatically, except for a security transfer or an unforeclosed charging order. Transfer of “substantially all” instead supplies a unanimous- other-member expulsion ground under § 33-44-601(5)(ii), subject to the same exceptions.

The other unanimous grounds are unlawful continued membership, an uncured corporate dissolution/revocation/suspension after 90 days, and a dissolved partnership or LLC whose business is winding up. Those closed categories do not create a general majority or no-cause statutory expulsion power.

Either the LLC or another member may seek judicial expulsion

Section 33-44-601(6) names the company and another member as possible applicants. Its grounds are materially adverse wrongful conduct, willful or persistent material agreement or statutory-duty breach, and company-related conduct making continued business with the person not reasonably practicable.

Section 33-44-103(b)(5) says the operating agreement cannot vary this judicial-expulsion right. This page does not decide whether facts satisfy a ground or whether an application was validly authorized.

Personal and insolvency events are not limited by management form

Section 33-44-601(7)-(11) includes bankruptcy, a creditor assignment, voluntary fiduciary appointment, an uncured involuntary appointment after 90 days, individual death, guardian or general-conservator appointment, judicial incapacity, full trust- or estate-distribution events, and termination of a residual entity category.

The trust and estate rules exclude a mere successor trustee or personal- representative substitution. Unlike some newer acts, South Carolina does not confine these incapacity and insolvency events to a member-managed LLC.

The transaction articles control converted interests separately

The complete list in § 33-44-601 contains no merger, conversion, domestication, or company-termination event. S.C. Code §§ 33-44-904, 33-44-906, and 33-44-908 to 33-44-909 instead make the transaction plan control how interests convert and whether members continue in the resulting entity.

That transaction treatment should not be labeled an ordinary Article 6 dissociation without reading the operative plan and transaction statute.

Management ends, but outsider-protection rules can preserve authority

Section 33-44-603(3)-(5) ends member management and the competition duty. The other loyalty and care duties continue only for preexit matters unless the person participates in winding up under § 33-44-803. Because a manager can be a nonmember under § 33-44-101(10), member dissociation does not itself say that a separately held manager office ends.

For a member-managed LLC, §§ 33-44-703 to -704 can still bind the company for an act within two years if the outsider reasonably believed the person remained a member and lacked actual or deemed notice. A statement of dissociation is optional, but gives deemed notice after 90 days for these agency rules.

At-will and term companies reach fair value on different dates

Sections 33-44-603 and 33-44-701 generally require an at-will company to purchase the distributional interest at fair value measured on the dissociation date when the LLC does not wind up. A term company generally waits until the original term expires; if it winds up by then, Article 8 supplies the distribution rules instead.

The LLC’s purchase offer is due within 30 days of the relevant valuation date. If no agreement is reached within 120 days, the former member has another 120 days to sue. Agreement price and terms govern unless the purchaser defaults; wrongful-dissociation damages and other amounts owing to the LLC reduce the purchase price.

Former-member records and dissolution remain separate

Section 33-44-408 gives a former member proper-purpose access to records from the membership period during ordinary business hours, with a reasonable copying charge. It does not preserve every current-member information right.

Sections 33-44-801 to 33-44-803 separately govern dissolution and winding up, including judicial routes available to a dissociated member or transferee. Status exit alone is not a substitute for proving one of those events.

What trips people up

• The agreement can remove the default exit power. South Carolina does not make express-will power universally mandatory.
• At-will status changes the economics. A qualifying dissociation invokes a statutory fair-value purchase instead of merely leaving the former member as an indefinite transferee.
• A term-company purchase can be delayed. The original term—not the exit date—generally supplies the valuation and purchase date.
• Management termination is not immediate protection from outsiders. The two-year apparent-authority rule and optional filing deserve separate review.

Common questions

Must an express-will notice be written?

Chapter 44 states no universal writing requirement for the default notice, but the operating agreement may prescribe a valid form or delivery process.

May one member ask a court to expel another?

Yes. Section 33-44-601(6) names both the LLC and another member as applicants.

Does South Carolina require a buyout after dissociation?

Generally yes for an at-will company that does not wind up. A term company has a different timing rule, and valid agreement terms, offsets, dissolution, and the Article 7 procedure can change the result.

Can a former member inspect records?

Yes, for proper purposes and for records pertaining to the period of membership, subject to the location, hours, and copying-cost rules in § 33-44-408.

Statutes and sources

• S.C. Code §§ 33-44-101 to -103 and -203 — at-will and term-company definitions, notice, agreement control, nonwaivable limits, and articles. Official current Title 33 Chapter 44 (accessed August 30, 2026).
• S.C. Code §§ 33-44-301, -303, and -408 — member agency, status-based liability boundary, and former-member records. Official current Chapter 44 (accessed August 30, 2026).
• S.C. Code §§ 33-44-601 to -603 — withdrawal, wrongfulness, expulsion, automatic events, management, duties, and the at-will/term economic split. Official current Chapter 44 (accessed August 30, 2026).
• S.C. Code §§ 33-44-701 to -704 — purchase procedure, fair value, postexit authority, and statement of dissociation. Official current Chapter 44 (accessed August 30, 2026).
• S.C. Code §§ 33-44-801 to -803, -904, -906, and -908 to -909 — dissolution, winding up, merger, and conversion boundaries. Official current Chapter 44 (accessed August 30, 2026).