South Carolina § 33-44-903 - Effect of conversion on entity; filing name change on title to real property.

§ 33-44-903. Effect of conversion on entity; filing name change on title to real property.

(a) A partnership or limited partnership that has been converted pursuant to this article 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 partnership or limited partnership vests in the limited liability company;

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

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

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

(5) except as otherwise provided in the agreement of conversion under Section 33-44-902(c), all of the partners of the converting partnership 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 by amendment of its articles or by merger, share exchange, or reorganization, the newly-named surviving, acquiring, or reorganizing limited liability company shall file a notice of that name change in the office of the register of deeds of that county. If there is no office in that county, the 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 and new names of the limited liability company and describing the real property owned by that limited liability company; or

(ii) filing a certified copy of the amended articles, articles of merger, or articles of share exchange, including a description of the real property; or

(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, or reorganizing limited liability company.

(3) The affidavit or filed articles must be duly indexed 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 name change does not affect the legality, force, effect, or enforceability as between the parties of a conveyance or other transaction involving the real estate owned by the affected limited liability company that is made after the change in name.

HISTORY: 1996 Act No. 343, SECTION 2; 2004 Act No. 221, SECTION 33.