(a) A limited liability company that is converted to a corporation 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 limited liability company vests in the corporation;

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

(3) an action or proceeding pending by or against the converting limited liability company may be continued as if the conversion had not occurred;

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

(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-908, all the members of the converting limited liability company continue as shareholders of the corporation; and

(6) a member's liability for all obligations of the corporation incurred after the conversion takes effect is that of a shareholder of the corporation.

(c)(1) If a limited liability company that owns real property in South Carolina is converted to a corporation, the newly-named corporation 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 executed in accordance with the provisions of Section 33-1-200 and containing the old name of the limited liability company and new name of the corporation and describing the real property owned by that corporation; or

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

(iii) by a duly recorded deed of conveyance to the newly-named corporation.

(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 limited liability company 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 corporation that is made after the change in name.

HISTORY: 2004 Act No. 221, Section 5.