(a) A corporation that is converted to a limited liability company is for all purposes the same entity that existed before the conversion.

(b) When a conversion takes effect:

(1) all property owned by the converting corporation vests in the limited liability company;

(2) all debts, liabilities, and other obligations of the converting corporation continue as obligations of the limited liability company;

(3) an action or proceeding pending by or against the converting corporation may be continued as if the conversion has not occurred;

(4) except as prohibited by other law, all the rights, privileges, immunities, powers, and purposes of the converting corporation vest in the limited liability company; and

(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-11-111(c), all the shareholders of the converting corporation continue as members of the limited liability company.

(c)(1) If an entity that owns real property in South Carolina is converted to a limited liability company, the newly-named limited liability company must file a notice of that name change in the office of the register of deeds of the county in South Carolina in which the real property is located. If there is no office in that county, a notice of name change must be filed with the clerk of court of the county in which that real property is located.

(2) The filing must be by:

(i) affidavit containing the old name of the corporation and the new name of the limited liability company and describing the real property owned by that limited liability company; or

(ii) filing a certified copy of the articles of organization including a description of the real property; or

(iii) a duly recorded deed of conveyance to the newly-named limited liability company.

(3) The affidavit, filed articles, or deed must be duly indexed in both the grantor and grantee indices to deeds in the index of deeds.

(4) The purpose of this subitem is to establish record notice pursuant to Chapter 7 of Title 30. Failure to make the required filing of a corporation name change does not affect the legality, force, effect, or enforceability as between the parties of any conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name.

HISTORY: 2004 Act No. 221, Section 4.