South Carolina LLC for Professional Engineers Law

Limited Liability Company – General – South Carolina

In South Carolina, a limited liability company (LLC) can be formed for any lawful purpose, subject to any law of [South Carolina] governing or regulating business.” The South Carolina Uniform Limited Liability Company Act of 1996 does not address with any specificity the organization of a LLC to engage in the practice of a profession.

In light of the absence of direct statutory guidance regarding the organization and operation of a LLC organized to engage in the practice of a profession, one must look to the statutory guidelines and restrictions relative to a professional corporation to determine which, if any, of those provisions appear applicable to a LLC.

With that in mind, the following provisions of the South Carolina Professional Corporation Supplement give guidance to the organization and operation of a South Carolina LLC (These provisions have been incorporated in the Operating Agreement of the LLC contained in this form package.):

Definitions

A “disqualified person” Is an individual or entity that for any reason is or becomes ineligible to be issued shares by a professional corporation.

The “licensing authority” is the officer, board, agency, court, or other authority in South Carolina empowered to license or otherwise authorize the rendition of a professional service.

“Professional service” is a service that may be rendered lawfully only by a person licensed or otherwise authorized by a licensing authority in South Carolina to render the service.

A “qualified person” is an individual, general partnership, or professional corporation that is eligible to be issued shares by a professional corporation.

A professional corporation may render professional services in South Carolina only through individuals licensed or otherwise authorized in South Carolina to render the services.

A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, and professional corporations qualified to be issued shares.

The relationship between an individual rendering professional services as an employee of a professional corporation and his client or patient is the same as if the individual were rendering the services as a sole practitioner.

The relationship between a professional corporation and the client or patient for whom its employees are rendering professional services is the same as that between the client or patient and the employee.

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of South Carolina is not affected by the rendition of services by a professional corporation. The privilege applies to a professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.

Each individual who renders professional services as an employee of a professional corporation is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitioner. An employee of a professional corporation is not liable, however, for the conduct of other employees of the corporation unless he is at fault in appointing, supervising, or cooperating with them.

A professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.

The jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority is not affected by the fact that the services are rendered by a professional corporation.

The jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority is not affected by the fact that the services are rendered by a professional corporation.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.


Inside South Carolina LLC for Professional Engineers Law