(a) A limited liability company that is converted to a limited partnership 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 limited partnership;
(2) all debts, liabilities, and other obligations of the converting limited liability company continue as obligations of the limited partnership;
(3) an action or proceeding pending by or against the converting limited liability company 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 limited liability company vest in the limited partnership; and
(5) except as otherwise provided in the agreement of conversion pursuant to Section 33-44-910(c), all the members of the converting limited liability company continue as general partners or limited partners of the limited partnership in accord with the agreement of conversion.
(c)(1) If a limited liability company that owns real property in South Carolina is converted to a limited partnership, the newly-named limited partnership 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 limited liability company and new name of the limited partnership and describing the real property owned by that partnership or limited partnership; or
(ii) filing a certified copy of the certificate of limited partnership including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named limited partnership.
(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 partnership or limited partnership that is made after the change in name.
HISTORY: 2004 Act No. 221, Section 5.
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