S.C. Code § 33-42-10
Short title
This chapter may be cited as the "Uniform Limited Partnership Act".
South Carolina Code Title 33, Chapter 42 — Uniform Limited Partnership Act
South Carolina · statute · S.C. Code tit. 33, ch. 42 · 73 active provisions
S.C. Code § 33-42-20
Definitions
As used in this chapter, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate referred to in SECTION 33-42-210, any certificate of limited partnership filed with the office of the Secretary of State in connection with the formation of a limited partnership under any appl…
S.C. Code § 33-42-30
Name
The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain the words "limited partnership" or the abbreviation "LP", or "L.P."; (2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate g…
S.C. Code § 33-42-40
Reservation of name
(a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited partnership under this chapter and to adopt that name; (2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (3) a…
S.C. Code § 33-42-45
Assumed name
(a) This section rather than SECTIONS 39-13-10 through 39-13-40 of the 1976 Code governs the registration of assumed names of limited partnerships formed or transacting business in South Carolina. (b) A limited partnership that conducts or intends to conduct business in this State under a name other than the name shown…
S.C. Code § 33-42-50
Specified office and agent
Each limited partnership shall continuously maintain in this State: (1) an office in this State, which may but need not be a place of its business in this State, at which shall be kept the records required by SECTION 33-42-60 to be maintained; (2) an agent for service of process on the limited partnership, which agent…
S.C. Code § 33-42-60
Records
(a) Each limited partnership shall keep at the office referred to in Section 33-42-50(1) the following: (1) a current list of the full name and last known mailing address of each partner separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order); (2) a copy of t…
S.C. Code § 33-42-70
Nature of business
A limited partnership may carry on any business that a partnership without limited partners may carry on.
S.C. Code § 33-42-75
Limited partnerships activities, financial assistance, and duration
Any manufacturer, brewer, or importer of beer as referenced in Section 61-4-1115, or its affiliate may hold an interest in a limited partnership providing financial assistance to a general partner wholesaler, but may only exercise that control of the limited partnership business as is permitted by this Uniform Limited…
S.C. Code § 33-42-80
Business transactions of partner with partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
S.C. Code § 33-42-210
Certificate of limited partnership
(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the address of the office and the name and address of the agent for service of process requir…
S.C. Code § 33-42-220
Amendment to certificate
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the date of filing the certificate; and (3) the amendment to the certificate. (b) Within thirty days aft…
S.C. Code § 33-42-230
Cancellation of certificate
A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the office of the Secretary of State and set forth: (1) the name of the limited partnership…
S.C. Code § 33-42-240
Execution of certificates
(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed in the following manner: (1) an original certificate of limited partnership must be signed by all general partners named therein; (2) a certificate of amendment must be signed by at least one general partn…
S.C. Code § 33-42-250
Execution by judicial act
If a person required by SECTION 33-42-240 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court of the county in which the limited partnership's office designated pursuant to SECTION 33-42-50(1) is located to direct the…
S.C. Code § 33-42-260
Filing in office of Secretary of State
(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) must be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authori…
S.C. Code § 33-42-270
Liability for false statement in certificate
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general…
S.C. Code § 33-42-280
Scope of notice
The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
S.C. Code § 33-42-290
Delivery of certificates to limited partners
Upon the return by the Secretary of State pursuant to SECTION 33-42-260 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership or the certificate of amendment or cancellation or restated certificate or any judicial decree of any of the above…
S.C. Code § 33-42-300
Affidavit of general partners' authority
(a) A limited partnership that owns real property in South Carolina shall, prior to selling, conveying, or transferring any interest in the property, file an affidavit containing the name of the partnership, the place or places where the partnership's certificate of limited partnership is filed, and the name or names o…
S.C. Code § 33-42-310
Status of existing county filings
Certificates of limited partnership and certificates of amendment filed in any official county records of this State pursuant to any applicable statute of this State prior to June 27, 1984, are of no further force or effect for any purpose under this chapter on or after June 27, 1984. All certificates of amendment, cer…
S.C. Code § 33-42-410
Admission of additional limited partners
(a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a limited partnership's original certificate of limit…
S.C. Code § 33-42-420
Voting
Subject to SECTION 33-42-430, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
S.C. Code § 33-42-430
Liabilities to third parties
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business. However, if the limited partner's partic…
S.C. Code § 33-42-440
Person erroneously believing himself limited partner
(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, rece…
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