LLC Merger Approval and Filing Requirements in South Carolina

At a glance

Requirements one by one

The route and plan cross entity types

South Carolina's Article 9 permits an LLC to merge with or into LLCs, corporations, partnerships, limited partnerships, and other domestic or foreign entities. The statute requires the plan to identify every party and the survivor, the survivor's form and principal-business address, the terms, and the treatment of every interest. S.C. Code § 33-44-904(a)-(b).

The operative consideration language is broad:

“interests or obligations of the surviving entity or into money or other property in whole or in part.”

Article 9 does not separately require the plan to attach the survivor's organic documents. If an LLC survives, however, the public Articles must state any changes to its articles of organization made necessary by the merger. S.C. Code § 33-44-905(a)(6).

Member approval and action without a meeting

The default for a South Carolina LLC constituent is approval by all members. The operating agreement may instead specify the approving number or percentage. A foreign LLC follows its organizing jurisdiction's vote; a partnership or limited partnership follows the conversion-approval rule; and another form follows its governing merger law or, if that law has no rule, all owners approve. S.C. Code § 33-44-904(c).

Chapter 44 adds procedure without imposing a merger-meeting timetable:

“action requiring the consent of members or managers under this chapter may be taken without a meeting.”

A member or manager may also use a signed proxy appointment. S.C. Code § 33-44-404(d)-(e). Article 9 states no separate consent requirement for a member who would acquire new personal liability; that makes the plan, the operating agreement, and the survivor form's governing law especially important.

Every constituent signs the public filing

The Articles of Merger must be signed on behalf of every party, not merely the survivor. They state the parties and jurisdictions, each merging LLC's original filing date, signed-plan approval, the survivor's name and address, effective date, necessary LLC-survivor article changes, foreign-entity organization and authority facts, and the required foreign-survivor process agreement. S.C. Code § 33-44-905(a).

For a South Carolina LLC, a manager signs for a manager-managed company and a member signs for a member-managed company; name and capacity appear with the signature, and an attorney-in-fact may sign. S.C. Code § 33-44-205. The Secretary of State filing fee is one hundred ten dollars. S.C. Code § 33-44-1204(a)(3).

Filing controls timing, amendment, and correction

The merger takes effect on filing or on the later date stated in the Articles. The general Chapter 44 filing rule caps a delayed effective date at the ninetieth day after filing. Before effectiveness, an approved plan may be amended or abandoned only as the plan provides. S.C. Code §§ 33-44-206 and 33-44-904(d)-(e).

Articles of correction may repair a false or erroneous statement or defective signing. The correction relates back except against a person who relied on the uncorrected record and is adversely affected; for that person it operates when filed. S.C. Code § 33-44-207. Article 9 states no separate abandonment filing for Articles already filed with a later effective date.

The survivor takes the statutory package

At effectiveness, every nonsurvivor terminates, its property vests in the survivor, its debts and other obligations become the survivor's, and pending proceedings may continue or substitute the survivor. Rights, privileges, immunities, powers, and purposes also vest unless other law prohibits it. S.C. Code § 33-44-906(a).

For an LLC nonsurvivor, the same Articles serve as articles of dissolution and no separate Chapter 44 wind-up or distribution is required unless otherwise agreed. A member remains liable for a pre-merger obligation for which that member already was personally liable. S.C. Code § 33-44-906(c)-(e).

What trips people up

Articles of Merger operate as an amendment to an LLC survivor's articles of organization. If a merger creates a newly named surviving LLC from an entity that owns South Carolina real property, S.C. Code § 33-44-903(c) also requires county record notice by the specified affidavit, certified Articles, or deed route. That county notice is separate from the Secretary of State merger filing.

A foreign survivor's Articles must accept South Carolina process and enforcement of predecessor obligations and any Chapter 44 member payment right. If its agent fails, § 33-44-906(b) makes the Secretary of State the fallback process agent. The foreign survivor also must file for authority before doing business in South Carolina.

Article 9 contains no merger-specific appraisal or dissent remedy and no ownership-threshold or parent-subsidiary shortcut. S.C. Code § 33-44-907 nonetheless preserves a merger route supplied by other law; it does not turn that other route into an Article 9 short form.

Common questions

May an interest holder get the plan without paying for it?

Yes. The survivor must provide the plan on request and without cost to a member of a merging LLC or an interest holder of another merging entity.

Must a nonsurviving LLC wind up before the merger?

Not by default. Section 33-44-906(d) says the merger does not require Chapter 44 wind-up, liability payment, or asset distribution unless otherwise agreed.

Does a lower operating-agreement threshold control the other parties too?

No. It changes approval for the South Carolina LLC constituent. Each other constituent still follows the approval rule assigned to its form and jurisdiction by § 33-44-904(c).

Statutes and sources

• S.C. Code §§ 33-44-903 to 33-44-907, 33-44-1204 — plan, approval, filing, effective time, county notice, effects, process, nonexclusivity, and fee. Official Title 33 Chapter 44, accessed September 12, 2026.
• S.C. Code §§ 33-44-205 to 33-44-207 and 33-44-404 — signers, filing, delayed effectiveness, correction, action without a meeting, and proxy. Official Title 33 Chapter 44, accessed September 12, 2026.