(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application must set forth:

(1) the name of the foreign company or, if its name is unavailable for use in this State, a name that satisfies the requirements of Section 33-44-1005;

(2) the name of the State or country under whose law it is organized;

(3) the street address of its principal office;

(4) the address of its initial designated office in this State;

(5) the name and street address of its initial agent for service of process in this State;

(6) whether the duration of the company is for a specified term and, if so, the period specified;

(7) whether the company is manager-managed, and, if so, the name and address of each initial manager; and

(8) whether the members of the company are to be liable for its debts and obligations under a provision similar to Section 33-44-303(c).

(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in the State or country under whose law it is organized.

(c) By applying for a certificate of authority to transact business in this State, the foreign limited liability company agrees to be subject to the jurisdiction of the Department of Revenue and the South Carolina courts to determine its South Carolina tax liability, including withholding and estimated taxes, together with any related interest and penalties, if any. Applying for a certificate of authority is not an admission of tax liability.

HISTORY: 1996 Act No. 343, Section 2.