Article 1 - Formation
The Company was formed under the South Carolina Uniform Limited Liability Company Act of 1996, as amended (the "Act"), upon the filing of Articles of Organization with the South Carolina Secretary of State on [[Formation Date]]. The rights and obligations of the Members are governed by this Agreement and the Act.
Article 2 - Name and Principal Office
The name of the Company is [[LLC Full Legal Name]]. The principal office is at [[Principal Office Address]], or such other location as the Members may designate.
Article 3 - Purpose
The purpose of the Company is to engage in any lawful business for which limited liability companies may be organized under the Act, including but not limited to [[Business Purpose Description]].
Article 4 - Term
The Company shall continue until dissolved in accordance with this Agreement or the Act.
Article 5 - Members and Capital Contributions
Initial Members and their capital contributions are set forth in Schedule A. Additional Members may be admitted only upon unanimous written consent of existing Members and execution of a joinder agreement.
No Member is required to make additional capital contributions unless agreed in writing. Each Member's Percentage Interest shall be adjusted upon additional contributions or admission of new Members as agreed.
Article 5A - Books and Records
The Company shall keep at its principal office complete and accurate books and records of account, a current list of Members, copies of the Articles of Organization and this Agreement, and all other records required by the Act. Each Member shall have reasonable access to inspect and copy such records upon request.
Article 6 - Management
The Company shall be [[Member-managed or Manager-managed]].
If member-managed, management and control of the Company shall be vested in the Members. Decisions shall be made by [[majority / unanimous]] vote of the Members, except for major decisions requiring unanimous consent (sale of substantially all assets, admission of new Member, amendment of this Agreement, merger, dissolution).
If manager-managed, the Manager(s) listed in Schedule B shall have full authority to manage the business. The initial Manager is [[Initial Manager Name]].
Article 7 - Distributions
Distributions of cash or other assets shall be made at such times and in such amounts as the Members or Manager determine, after reserving funds for liabilities and operations. Distributions shall be made in proportion to Percentage Interests unless otherwise agreed.
Article 8 - Allocations
Profits and losses shall be allocated among the Members in proportion to their Percentage Interests as set forth in Schedule A, or as otherwise required by the Internal Revenue Code and Treasury Regulations.
Article 9 - Meetings and Voting
Meetings of Members may be called by any Member upon reasonable notice (at least five business days unless waived). Quorum requires a majority of Percentage Interests. Action may be taken without a meeting if all Members consent in writing or by electronic means permitted by law.
Article 9A - Fiduciary Duties
Members and Managers owe duties of loyalty and care to the Company and other Members as provided in the Act. No Member or Manager shall take personal opportunity belonging to the Company without first offering it to the Company.
Article 10 - Transfer of Interests
No Member may transfer all or any part of a Membership Interest without the prior written consent of the other Members, except for transfers to a trust for the benefit of the Member or the Member's family. Any permitted transferee shall become a Member only upon execution of a joinder and acceptance of this Agreement.
Article 11 - Withdrawal and Dissociation
A Member may withdraw only upon 90 days' prior written notice and only if the withdrawal does not cause dissolution or material harm. Upon dissociation, the Member's interest shall be purchased as provided in Article 13 or by agreement.
Article 12 - Confidentiality and Non-Compete
Each Member agrees to maintain the confidentiality of the Company's proprietary information. During membership and for [[X months]] after, no Member shall engage in a competing business that uses the Company's confidential information or trade secrets within [[geographic scope]].
Article 13 - Buy-Sell Provisions
Upon death, disability, bankruptcy, or withdrawal of a Member, or upon a proposed transfer, the Company or remaining Members shall have the option to purchase the interest at fair market value determined by [[appraisal / agreed formula / book value]].
Article 14 - Indemnification
The Company shall indemnify and hold harmless each Member, Manager, and officer to the fullest extent permitted by the Act from and against any claims arising out of their service, except for bad faith, willful misconduct, or gross negligence.
Article 15 - Dissolution and Winding Up
The Company shall dissolve upon:
- Written consent of all Members.
- Entry of a decree of judicial dissolution.
- Occurrence of an event requiring dissolution under the Act.
Upon dissolution, assets shall be liquidated and distributed in accordance with the Act and this Agreement.
Article 16 - Governing Law
This Agreement shall be governed by the laws of the State of South Carolina. Any disputes shall be resolved in the courts of [[County]], South Carolina.
Article 17 - Amendments
This Agreement may be amended only by a written instrument signed by all Members.
Article 18 - Miscellaneous
This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. This Agreement may be executed in counterparts, each of which shall be deemed an original. Headings are for convenience only.
Article 19 - Representations
Each Member represents that they have the authority and capacity to enter this Agreement, that they have received independent legal and tax advice or had the opportunity to do so, and that they understand the implications of limited liability and pass-through taxation.
Article 20 - Effective Date
This Agreement is effective as of the date first written above upon execution by all initial Members.
IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of the date first written above.
Member Signatures:
[[Member 1 Name]]: ________________________________ Date: [[Date]]
[[Member 2 Name]]: ________________________________ Date: [[Date]]
Schedule A - Members and Capital Contributions / Percentage Interests
| Member Name | Capital Contribution | Percentage Interest |
|----------------------|----------------------|---------------------|
| [[Member 1]] | [[Amount or Property]] | [[XX%]] |
| [[Member 2]] | [[Amount]] | [[XX%]] |
| Total | | 100% |
Schedule B - Managers (if applicable)
Initial Manager(s): [[Name(s)]]
Disclaimer
This South Carolina LLC Operating Agreement is a professional template. Limited liability companies in South Carolina are governed by the South Carolina Uniform Limited Liability Company Act. Tax treatment (partnership, disregarded, or corporate) has significant implications and should be confirmed with a tax advisor. This document does not constitute legal or tax advice. Members should have this agreement reviewed by a licensed South Carolina business attorney before execution. Information current as of June 2026.
Expanded Key Provisions Reference
- Capital accounts shall be maintained in accordance with Treasury Regulation §1.704-1(b)(2)(iv).
- No interest shall accrue on capital contributions unless agreed.
- The Company may obtain liability insurance for Members and Managers.
- Annual meetings are optional but recommended for recordkeeping.
- Any Member may request an accounting at reasonable times.
- This Agreement is binding upon heirs, successors, and permitted assigns.
| Provision Area | Default under Act or This Agreement |
|------------------------|------------------------------------------------------|
| Management | Member-managed unless elected otherwise |
| Voting | Per Percentage Interest (majority for ordinary) |
| Transfer | Restricted; consent required |
| Withdrawal | Notice + purchase option |
| Dissolution | Consent or judicial decree |
| Indemnification | Full to extent permitted |
| Records Access | Reasonable inspection rights |
End of South Carolina LLC Operating Agreement
