South Carolina Statutory Default Rules

All provisions of the South Carolina LLC Act (Section 33-44-101, et seq.) apply to all South Carolina LLCs unless an LLC’s Operating Agreement specifically provides otherwise. Therefore, if the LLC Operating Agreement does not amend, modify, or otherwise address an issue that is addressed in the LLC Act, the rule as stated in the LLC Act is by “default” the rule for the LLC.

My LLC Operating Agreements attempt to give LLC owner/members options for most every circumstance the LLC Act allows and modify all the “default” provisions when ever doing so would be beneficial to the LLC. Some of the areas I recommend be modify are LLC life span (see “Term” LLC), management (see “Manager” Managed), voting (see Different Voting Schemes for Different Issues), buy-out (see LLC But-Out Provisions), appraisal process (see Workable Appraisal Process for LLC), owner/member death (Death of Owner/member - Transfer of LLC Interest), and competition (Competing with the LLC - Fiduciary Duty of Loyalty).

When I organized “Form” LLCs many of these areas were not modified.

A small number of LLC Act provisions cannot be modified, see “Mandatory” Rules of the South Carolina LLC Act for a discussion of the “mandatory” rules.

“I have not read far in the statutes of this Commonwealth. It is not profitable reading. They do not always say what is true; and they do not always mean what they say.” Henry David Thoreau, Slavery in Massachusetts (address), Framingham, Mass., July 4, 1854.