Welcome to
"LLCsforSouthCarolina.com"
Law Office of Pelzer and Salisbury, LLC
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67 Broad Street
Charleston, SC 29401
Mason Salisbury is licensed in SC
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Tel 843-723-1445
Fax 843-577-2874
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This website describes my law firm's Asset and Liability Protection LLCs.
If you don’t need LLC asset and liability protection stop reading now and go directly to the South Carolina Secretary of State’s website at “Business One Stop” where do-it-yourself LLCs are $110.00 each or go to a general practice attorney or on-line and buy a Form LLC for a couple of hundred dollars.
However, if you do want LLC asset and liability protection, then read on, because to get it your LLC should have everything in my firm's LLC Package which is explained throughout this website. Either have my law firm organize your LLC or use this website as a check list to make sure you get what you need from someone else's LLC.
Read the “NOTICE” at the bottom of this page warning against using this website for legal advice or to form your own LLC. This website last updated April 17, 2009.
FAQs SCROLL down to see all the LLC Topics
FEES AND COSTS
LLC PACKAGES
Pre-Organization Questionnaire
LLC Operating Agreement
Attorney Letter on doing businesses as an LLC
Options and Choices
IRS Form SS-4 (Application for Employer ID number)
Sample Promissory Notes
Sample Bill of Sale
Sample Assignment of Contract
Sample LLC “Certificate of Authority”
Sample LLC Annual Report
Computer Diskette with all sample documents
Document Case
South Carolina Initial Report of Corporation
IRS Form 8832 (if the LLC is taxed as a corporation)
IRS Form 2553 (if the LLC elects Sub-S status)
CORPORATE TAX AND SUB S ELECTION
SINGLE MEMBER LLCS
1. KEY CONCEPTS AND PROVISIONS - LLC OPERATING AGREEMENT
Single Member LLCs Need LLC Operating Agreements
LLC Operating Agreements
“Term” LLC
“Manager” Managed LLC
South Carolina Statutory Default Rules
“Mandatory” Rules of the South Carolina LLC Act
2. TAXES, CAPITALIZATION, WIND -UP, TRANSFER- LLC OPERATING AGREEMENT
Corporate Tax and S-Corp Status Language for LLC Operating Agreements
Forced Capital Contributions
Disability of LLC Owner/Member
Death of Owner/Member - Transfer of LLC Interest
Winding Up LLC
3. OTHER IMPORTANT PROVISIONS - LLC OPERATING AGREEMENT
Potential Manager
Single Member LLC Fiduciary Duties and Alternative Dispute Resolution
Fiduciary Duties in Single Member LLCs
LLC “Certificates of Authority”
Do Not Require LLC Decisions Be Recorded
Limit Impact of Future Amendments to LLC Act
Title of Statutes Cited in LLC Operating Agreement
Highlight Important Terms in LLC Operating Agreement
Make the LLC a Party to LLC Operating Agreement
MULTI-MEMBER LLCS
1. KEY CONCEPTS AND PROVISIONS - LLC OPERATING AGREEMENT
LLC Operating Agreements
“Term” LLC
“Manager” Managed LLC
South Carolina Statutory Default Rules
“Mandatory” Rules of the South Carolina LLC Act
2. TAXES, CAPITALIZATION, BUY-OUT, TRANSFER, WIND -UP - LLC OPERATING AGREEMENT
Corporate Tax and S-Corp Status Language for LLC Operating Agreements
Self-Employment Tax (SET) Reduction For LLCs Taxed as Partnerships
Late Capital Contributions
Forced Capital Contributions
Buy-Out Provisions
Workable Appraisal Process for LLC
Agreed Upon LLC Value Buy-Out Provision
Two (2) Tier Buy-Out Scheme - “Proper” and “Wrongful” LLC Withdrawal
Disability of LLC Owner/Member
Death of Owner/Member - Transfer of LLC Interest
“Mandatory” LLC Owner/Member Expulsion Rule
Winding Up LLC
3. FIDUCIARY DUTIES (LLC OWNER/MEMBER LIABILITY) - LLC OPERATING AGREEMENT
Fiduciary Duties and Potential LLC Owner/Member Liability
Standard of Negligence - Options for Fiduciary Duty of Care
Competing with the LLC - Fiduciary Duty of Loyalty
Covenants Not to Compete - Not to Solicit Customers or Employees - LLC Confidentiality
Keep Fiduciary Duties Equal
4. OTHER IMPORTANT PROVISIONS - LLC OPERATING AGREEMENT
ADR - Mediation and Arbitration
Centralized Voting Lists for LLC Operating Agreement
Different Voting Schemes for Different Issues
LLC “Certificates of Authority”
Specific Business Provisions Included in LLC Operating Agreement
Workable "Notice" Provision
Do Not Require Meetings
Do Not Require LLC Decisions be Recorded
Limit Impact of Future Amendments to LLC Act
LLC Contract and Check Signing Limits
Title of Statutes Cited in LLC Operating Agreement
Highlight Important Terms in LLC Operating Agreement
Make the LLC a Party to LLC Operating Agreement
“FORM” LLCS
Form LLCs
Why “Form” LLC Operating Agreements Are Not Usually Modified
LLC Options and Choices
Article - "The Big LLC Mistake - "Form" LLCs and "Form" LLC Operating Agreements"
ARTICLES
"The Big LLC Mistake - "Form" LLCs and "Form" LLC Operating Agreements"
“LLCs Are The Business Entity of Choice”
RESUME
“The superior displaces the inferior. Steel replaces wood; cars replace buggies; limited liability companies replace partnerships [and corporations]”
. Robert Samuelson (Newsweek and Washington Post writer, editor and columnist) from a New Republic article.
South Carolina History - “When Charles II of England granted a second charter to eight Lords Proprietors in 1665, the boundaries of Carolina stretched from 36 [degrees] 30' (the southern boundary of Virginia) to 29 [degrees] (about fifteen miles due south of Daytona Beach) and from the Atlantic to the Pacific.” Walter Edgar, South Carolina A History 1 (1998).
NOTICE - This site is made available as a service to clients and friends. It is not intended to be a solicitation or to render legal advice. The information provided on this site is general information, not individualized legal advice. If you try to use this site to form your own LLC without an attorney you are making a mistake. What you read here should not be a substitute for obtaining legal advice from an independent attorney. This law firm does not seek to represent you, and does not represent you, based upon your visit or review of this web site. This web site may be considered advertising under South Carolina law. You should not make legal hiring decisions based upon what you read on this web site, in brochures, in advertising, or in other promotional materials. The attorney responsible for the content of this web site is Mason D. Salisbury. Pelzer and Salisbury, LLC does not warrant the accuracy or completeness of any other web site you may access through this web site or access based on information in this web site. The materials on this web site may be protected under U.S. copyright law. No right or license to copy is provided without the express consent of Pelzer and Salisbury, LLC.
All contents Copyright © 2009 by Pelzer and Salisbury, LLC, unless noted. All rights reserved.
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