Limit Impact on LLC of Future Amendments to LLC Act

Because all the rules and provisions of the South Carolina LLC Act automatically control all South Carolina LLCs unless the LLC Operating Agreement specifically states otherwise (see South Carolina Statutory Default Rules), I recommend the LLC Operating Agreement include a provision attempting to limit the impact of future amendments to the LLC Act. That is, future amendments to the LLC Act that 1) are enacted after the LLC is organized and 2) are not Mandatory Rules of the South Carolina LLC Act which would control regardless.

I draft this provision to try to protect LLC owner/members from future surprises for their LLCs. I doubt LLC owner/members will be reading future enactments to the LLC Act (except perhaps if alerted to an amendment by e-mails from my law firm, see Law Firm E-Mail Updates).

This particular LLC Operating Agreement provision is one that was not available when I organized “Form” LLCs.

“Any change at any time for any reason is to be deplored.” Duke of Cambridge, The New York Times, April 2, 1964, p. 6, col. 4.