South Carolina Code 33-11-110. When conversion takes effect; filing notice of name change as to real property
(b) When a conversion takes effect:
Terms Used In South Carolina Code 33-11-110
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Clerk of court: An officer appointed by the court to work with the chief judge in overseeing the court's administration, especially to assist in managing the flow of cases through the court and to maintain court records.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(1) all property owned by the converting partnership or limited partnership vests in the corporation;
(2) all debts, liabilities, and other obligations of the converting partnership or limited partnership continue as obligations of the corporation;
(3) an action or proceeding pending by or against the converting partnership or limited partnership 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 partnership or limited partnership vest in the corporation; and
(5) except as otherwise provided in the agreement of conversion pursuant to § 33-11-109(c), all the partners of the converting partnership continue as shareholders of the corporation.
(c)(1) If a partnership or limited partnership that owns real property in South Carolina changes its name by amendment of its articles or by merger, reorganization, domestication, or conversion, the newly-named surviving, acquiring, reorganized, domesticated, or converted entity 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, 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 containing the old name of the partnership or limited partnership and new name of the entity and describing the real property owned by that entity; or
(ii) filing a certified copy of the amendment to certificate of limited partnership, articles of merger, articles of domestication, or articles of conversion and including a description of the real property; or
(iii) a duly recorded deed of conveyance to the newly-named surviving, acquiring, reorganized, domesticated, or converted entity.
(3) The affidavit, filed amendment, or 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 partnership or limited partnership 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 entity that is made after the change in name.