South Carolina: LLC Operating Agreement Requirements
The short answer
South Carolina does not require an ordinary domestic LLC to adopt a written operating agreement. All members may make an agreement that need not be in writing, but manager-managed status must be stated in the articles of organization. Without replacement terms, Chapter 44 defaults to equal member votes, equal distributions, broad unanimity for major actions, member agency in a member-managed LLC, and statutory duty and information floors.
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This is the general rule in South Carolina. Ezel applies current South Carolina law to your specific facts and answers with citations to the statutes.
| Governing law and document name | South Carolina Uniform Limited Liability Company Act of 1996, Title 33 ch. 44; 'operating agreement' (§§ 33-44-101(13), -103) |
|---|---|
| Required or optional | Optional; all members may enter one, and Chapter 44 governs matters it does not address (§ 33-44-103(a)) |
| Permitted form and signatures | Need not be in writing; no general signature, witness, acknowledgment, or notary condition in Chapter 44 (§ 33-44-103(a)) |
| Adoption timing and effect | No general deadline; articles create the LLC, and may contain agreement provisions (§§ 33-44-202, -203(b)) |
| Single member and assent | One-member LLC permitted; agreement definition and unanimous-member rule operate for the sole member. Chapter 44 has no later-member deemed-assent rule (§§ 33-44-202(a), -103(a), -404(c)(7)) |
| Management and authority defaults | Member-managed unless articles designate manager management. Members ordinarily bind a member-managed LLC; managers bind a manager-managed LLC. Equal votes and majority ordinary-business decisions (§§ 33-44-101(11)–(12), -301, -404(a)–(b)) |
| Voting, economic, and transfer defaults | Equal member or manager management rights; equal distributions; all members approve amendment, interim distribution, new member, dissolution, merger, and substantially-all-assets sale. Transferee gets distributions only unless agreement authority or all other members admit the transferee (§§ 33-44-404–.405, -502–.503) |
| Nonwaivable rules and duties | Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, alter specified expulsion/winding-up rules, or restrict protected nonparty rights (§§ 33-44-103(b), -408–.409, -801) |
| Amendment, filing, and records | Default unanimous amendment; articles may contain agreement terms. Agreement controls insiders, articles protect detrimental outsider reliance; member may demand a copy of any written agreement (§§ 33-44-203(b)–(c), -404(c)(1), -408(c)) |
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Requirements one by one
The agreement is optional and need not be written
South Carolina Code § 33-44-103 permits all members to enter an operating agreement and expressly
says it need not be in writing. Chapter 44 states no general signature, witness, acknowledgment, or
notary condition for the agreement. When the agreement is silent, the chapter supplies the rule.
The LLC forms through articles of organization under § 33-44-202. Section 33-44-203 allows the
articles themselves to contain provisions permitted in an operating agreement, but the articles
remain the public formation record.
Manager management must appear in the articles
South Carolina Code § 33-44-101(11) and § 33-44-203 make manager management an articles designation. Otherwise the
company is member-managed. Under § 33-44-404, members or managers have equal management rights and a
majority decides ordinary business.
Authority follows that public choice. South Carolina Code § 33-44-301 makes each member an ordinary-course agent
of a member-managed LLC. In a manager-managed LLC, membership alone creates no agency and each
manager has the ordinary-course agency role.
Equal voting and equal distributions are the defaults
South Carolina Code § 33-44-404 uses equal management rights and majority decisions, not automatic
capital-weighted voting. South Carolina Code § 33-44-405 separately defaults pre-dissolution distributions to
equal shares.
Major matters are broader. Every member must consent to agreement and articles amendments, interim
distributions, new-member admission, voluntary dissolution, merger, and a substantially-all-assets
sale. A drafted percentage schedule or lower threshold replaces those defaults rather than merely
restating them.
A transferee receives economics before governance
South Carolina Code § 33-44-502 gives a transferee only the transferred distribution right. Under
§ 33-44-503, the transferee becomes a member only through authority in the agreement or consent of
all other members. Until then, the transferee has no management or inspection rights.
Loyalty, care, good faith, records, and court remedies have floors
South Carolina Code § 33-44-409 defines loyalty, care, and good-faith duties. South Carolina Code § 33-44-103
permits specified loyalty safe harbors and measurement standards, but does not permit elimination of
loyalty or good faith or an unreasonable reduction of care.
South Carolina Code § 33-44-408 protects access to company information and lets a member demand, at company
expense, a copy of any written operating agreement. South Carolina Code § 33-44-801 preserves the statutory
illegality and judicial-dissolution grounds that § 33-44-103 makes nonwaivable.
The agreement controls insiders; the articles can protect outsiders
Under § 33-44-203, the agreement prevails over inconsistent articles for managers, members, and
member transferees. The articles prevail for another person who reasonably relies on them to that
person's detriment. The distinction is especially important for management and authority terms.
What trips people up
- An oral agreement may be valid, but manager-managed status still must be in the articles.
- Member management carries statutory ordinary-course agency; a private limit may not protect the
LLC against an outsider who lacked notice. - Equal votes and equal distributions are separate defaults, and major actions are unanimous.
Common questions
Can a one-member South Carolina LLC have an operating agreement?
Yes. Section 33-44-202 permits an LLC with one member, and that member is all members for purposes of
the agreement rule in § 33-44-103.
Does assigning an LLC interest make the buyer a member?
No. Sections 33-44-502 and -503 separate the distribution right from membership. Admission requires
agreement authority or the consent of all other members.
Can the agreement eliminate every fiduciary duty?
No. Section 33-44-103 preserves loyalty, care, and good-faith floors while allowing the listed,
limited tailoring.
Statutes and sources
- S.C. Code Ann. §§ 33-44-101, -103, -202 to -203. Agreement definition, form, statutory
limits, formation, articles, and record conflicts. Official Chapter 44
(accessed July 26, 2026). - S.C. Code Ann. §§ 33-44-301, -404 to -405. Agency, management, voting, unanimous matters,
and equal distributions. Official Chapter 44
(accessed July 26, 2026). - S.C. Code Ann. §§ 33-44-408 to -409, -502 to -503, -801. Information rights, duties,
transfers, admission, and dissolution. Official Chapter 44
(accessed July 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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