SOUTH CAROLINA LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION & INITIAL OPERATING AGREEMENT
(“Articles”)
[// GUIDANCE: This integrated template combines the statutory Articles of Organization required to form an LLC in South Carolina with a robust, court-ready Initial Operating Agreement. South Carolina does not require filing the Operating Agreement with the Secretary of State, but many practitioners attach it to the Articles for record clarity. Delete Sections III–IX if you intend to file only the statutory Articles.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions (Formation & Governance)
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Schedule 1 — Initial Member Information
Schedule 2 — Capital Contributions & Percentage Interests
Schedule 3 — Optional Publication Statement
I. DOCUMENT HEADER
-
Name of Limited Liability Company
The name of the limited liability company (the “Company”) is [FULL LEGAL NAME, LLC] (the “Company Name”).
[// GUIDANCE: Confirm name availability with S.C. Secretary of State prior to filing.] -
Effective Date
These Articles are effective on the date of filing with the South Carolina Secretary of State, or on [DEFERRED EFFECTIVE DATE, if any] as permitted under S.C. Code Ann. § 33-44-203(d). -
Jurisdictional Statement
The Company is organized pursuant to and governed by the South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Ann. § 33-44-101 et seq. (the “Act”), and any successor statute. -
Registered Agent and Registered Office
(a) Registered Agent: [NAME OF REGISTERED AGENT]
(b) Registered Office: [STREET ADDRESS, CITY, COUNTY, SC ZIP] (must be a physical address in South Carolina). -
Principal Office
The principal office of the Company is located at [STREET ADDRESS, CITY, STATE ZIP]. The Company may relocate its principal office by written consent of the Members without amending these Articles, provided a current address is maintained in Company records. -
Recitals
WHEREAS, the undersigned Organizer(s) desire to form a South Carolina limited liability company for the purposes set forth herein; and
WHEREAS, the Members wish to set forth their agreement regarding the governance, operation, and regulation of the Company;
NOW, THEREFORE, the Organizer(s) hereby adopt these Articles.
II. DEFINITIONS
Capitalized terms have the meanings set forth below and apply equally to singular and plural forms.
“Act” – The South Carolina Uniform Limited Liability Company Act of 1996, S.C. Code Ann. § 33-44-101 et seq.
“Articles” – These Articles of Organization & Initial Operating Agreement, as amended.
“Business Court” – The South Carolina Business Court or its functional equivalent.
“Capital Contribution” – The total value of cash, property, or services contributed by a Member, as reflected on Schedule 2.
“Company” – The limited liability company formed under these Articles.
“Indemnified Party” – Each Member, Manager, officer, employee, or agent entitled to indemnification under Section VII.
“Manager” – Any Person designated as a Manager in Schedule 1 or subsequently appointed.
“Member” – A Person listed on Schedule 1 and any Person hereafter admitted in accordance with these Articles.
“Operating Agreement” – The governance provisions in Sections III–IX, and any written amendments thereto.
“Person” – An individual or entity recognized under the Act.
“Percentage Interest” – The ownership interest of each Member as set forth on Schedule 2.
“State” – The State of South Carolina.
[// GUIDANCE: Add or delete defined terms to match your transaction.]
III. OPERATIVE PROVISIONS
3.01 Formation
(a) Organizer. The Company is formed by [ORGANIZER NAME] (the “Organizer”) pursuant to S.C. Code Ann. § 33-44-203.
(b) Filing. The Organizer shall file these Articles with the Secretary of State and pay all required fees.
(c) Separate Legal Entity. Upon filing, the Company shall exist as a separate legal entity distinct from its Members.
3.02 Business Purpose
The Company’s purpose is [DESCRIBE BUSINESS PURPOSE], and any lawful activity permissible under the Act.
3.03 Duration
The Company shall have perpetual existence unless dissolved in accordance with these Articles or the Act.
3.04 Management
[SELECT ONE AND DELETE THE OTHER]
(a) Member-Managed. Management is vested in the Members. Each Member is an agent of the Company for purposes of its business.
(b) Manager-Managed. Management is vested in one or more Managers identified on Schedule 1. Members shall not have authority to bind the Company solely by reason of their status as Members.
3.05 Initial Members, Capital Contributions & Interests
(a) The names, addresses, initial Capital Contributions, and Percentage Interests of the Members are set forth on Schedule 1 and Schedule 2.
(b) No Member is required to make additional Capital Contributions without that Member’s written consent.
3.06 Limited Liability
No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or acting as a Manager, pursuant to S.C. Code Ann. § 33-44-303.
3.07 Admission of Additional Members
Additional Members may be admitted only with the unanimous written consent of all existing Members, unless otherwise provided herein.
3.08 Distributions
Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Members/Managers, pro rata in accordance with Percentage Interests, subject to statutory solvency tests.
3.09 Tax Classification
The Company shall be classified for U.S. federal and state tax purposes as [CHOICE: a partnership / an S corporation / a disregarded entity], unless changed by unanimous Member consent.
3.10 Records & Accounting
The Company shall maintain its books and records at the Principal Office in accordance with generally accepted accounting principles consistently applied.
3.11 Publication Requirement
No newspaper publication is presently required under South Carolina law. A statement to that effect is attached as Schedule 3 for avoidance of doubt.
[// GUIDANCE: Retain for multi-state filings where publication may be required.]
IV. REPRESENTATIONS & WARRANTIES
4.01 Organizer’s Authority
The Organizer represents that it has full authority to execute and file these Articles.
4.02 Member Warranties
Each Member represents and warrants to the Company and to the other Members that:
(a) it is duly authorized to execute these Articles;
(b) its Capital Contribution is made free and clear of liens;
(c) it is acquiring its interest for its own account and not with a view to resale in violation of securities laws; and
(d) it has consulted with, or had the opportunity to consult with, independent legal and tax advisors.
4.03 Survival
All representations and warranties survive execution and continue until the earlier of (i) the second anniversary of the Member’s ceasing to be a Member or (ii) the dissolution of the Company.
V. COVENANTS & RESTRICTIONS
5.01 Affirmative Covenants
(a) Compliance with Law. The Company shall comply with all applicable federal, state, and local laws.
(b) Maintenance of Separate Existence. The Company shall observe all corporate formalities to preserve limited liability.
5.02 Negative Covenants
Without unanimous Member consent, the Company shall not:
(a) merge or consolidate with another entity;
(b) amend these Articles;
(c) admit new Members;
(d) liquidate, dissolve, or wind up;
(e) incur indebtedness exceeding [DOLLAR THRESHOLD].
5.03 Notice Obligations
Each Member shall promptly notify the Company of any event likely to materially affect the Company, including the Member’s bankruptcy or assignment for benefit of creditors.
VI. DEFAULT & REMEDIES
6.01 Events of Default
(a) A Member’s material breach of these Articles;
(b) Failure to make required Capital Contributions within [___] days of notice;
(c) Filing of a voluntary or involuntary bankruptcy petition by or against a Member that is not dismissed within 60 days;
(d) Conviction of a Member for a felony involving moral turpitude.
6.02 Cure Period
The non-defaulting Members must give written notice of default. The defaulting Member has [30] days to cure, unless the breach is not reasonably curable.
6.03 Remedies
Upon uncured default, the non-defaulting Members may elect one or more of the following, in addition to any remedy at law or equity:
(a) mandatory redemption of the defaulting Member’s interest at Fair Market Value less 25% discount;
(b) judicial expulsion under S.C. Code Ann. § 33-44-601;
(c) injunctive relief to prevent ongoing harm;
(d) recovery of attorney fees and costs.
VII. RISK ALLOCATION
7.01 Indemnification
(a) Scope. The Company shall indemnify each Indemnified Party to the fullest extent permitted by the Act against any claim or liability arising out of that party’s status, except for (i) acts or omissions in bad faith or involving intentional misconduct, or (ii) knowing violations of law.
(b) Advancement of Expenses. Expenses shall be advanced upon receipt of an undertaking to repay if indemnification is ultimately denied.
7.02 Limitation of Liability
No Indemnified Party shall be liable to the Company or any Member for monetary damages except to the extent a final, non-appealable judgment establishes (i) receipt of a financial benefit to which the Indemnified Party was not entitled, (ii) intentional infliction of harm on the Company or Members, or (iii) an act in bad faith.
7.03 Insurance
The Company [shall / may] maintain directors & officers (D&O) or similar liability insurance in commercially reasonable amounts.
7.04 Force Majeure
No party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, acts of terrorism, labor disputes, or government orders.
VIII. DISPUTE RESOLUTION
8.01 Governing Law
These Articles and any dispute arising hereunder shall be governed by the laws of the State of South Carolina, without regard to conflict-of-laws principles.
8.02 Forum Selection
Any action arising out of or relating to these Articles shall be brought exclusively in the South Carolina Business Court (or, if jurisdiction is lacking, in the state courts of competent jurisdiction located in [COUNTY], South Carolina). Each party irrevocably submits to such jurisdiction.
8.03 Arbitration (Optional)
[OPTION A – REMOVE IF NOT USED]
Any dispute not resolved within 30 days after written notice shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, SC]. Judgment on the award may be entered in any court of competent jurisdiction.
8.04 Jury Waiver (Optional)
[IF ELECTED] EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THESE ARTICLES.
8.05 Injunctive Relief
Nothing in this Section shall limit a party’s right to seek provisional or injunctive relief in aid of arbitration or to prevent irreparable harm.
IX. GENERAL PROVISIONS
9.01 Amendment
These Articles may be amended only by a written instrument executed by Members holding at least [___]% of the Percentage Interests, provided any amendment that materially and adversely affects the limited liability of a Member requires unanimous consent.
9.02 Waiver
No waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver of any subsequent breach.
9.03 Assignment
No Member may assign, pledge, or otherwise transfer its interest except in compliance with the Act and with prior written consent of a Super-Majority (Members holding at least [___]% of the Percentage Interests).
9.04 Successors and Assigns
These Articles are binding upon and inure to the benefit of the parties and their permitted successors and assigns.
9.05 Severability
If any provision is held unenforceable, the remaining provisions shall remain in effect, and the invalid provision shall be replaced by an enforceable provision that most closely reflects the parties’ intent.
9.06 Integration
These Articles constitute the entire agreement among the parties with respect to the subject matter and supersede all prior agreements, written or oral.
9.07 Counterparts; Electronic Signatures
These Articles may be executed in counterparts, each of which is deemed an original. Signatures transmitted by electronic means (e.g., PDF, DocuSign) are binding.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles on the date(s) set forth below.
Organizer:
Name: [ORGANIZER NAME]
Date: [DATE]
[IF MEMBER-MANAGED, ADD MEMBER SIGNATURES]
Member:
Name: [MEMBER NAME]
Title: Member
Date: [DATE]
[IF MANAGER-MANAGED, ADD MANAGER ACKNOWLEDGMENT]
Manager:
Name: [MANAGER NAME]
Title: Manager
Date: [DATE]
[Notary Block – include if required for filing]
State of South Carolina
County of __
Subscribed and sworn before me this ___ day of _, 20__, by _____.
Notary Public for South Carolina
My Commission Expires: ____
SCHEDULE 1
INITIAL MEMBER INFORMATION
| Member Name | Mailing Address | Initial Capital Contribution | Member or Manager |
|---|---|---|---|
| [___] | [___] | [___] | Member/Manager |
SCHEDULE 2
CAPITAL CONTRIBUTIONS & PERCENTAGE INTERESTS
| Member Name | Capital Contribution | Percentage Interest |
|---|---|---|
| [___] | [___] | [___]% |
SCHEDULE 3
OPTIONAL PUBLICATION STATEMENT
The Company is not required to publish notice of its formation in any newspaper or other periodical under current South Carolina law. This Schedule is included solely for jurisdictions where publication may be mandatory.
[// GUIDANCE:
1. File the first four pages (Sections I–III plus signature page) with the Secretary of State using Form DOS-LLC-11.
2. Retain the complete document, including Schedules, in the Company’s minute book.
3. Review tax classification elections with a qualified tax advisor.
4. Consider inserting buy-sell provisions or additional governance terms as necessary for multi-member LLCs.]