S.C. Code Ann. § 33-43-303 – [Repealed eff January 1, 2001] Limited liability company charged with knowledge of or notice to member or manager | Midpage
§ 33-43-303
S.C. Code Ann. § 33-43-303
[Repealed eff January 1, 2001] Limited liability company charged with knowledge of or notice to member or manager
(A) Except as provided in subsection (B), notice to any member of any matter relating to the business or affairs of the limited liability company, and the knowledge of the member acting in the particular matter, acquired while a member or known at the time of becoming a member, and the knowledge of any other member who reasonably could and should have communicated the knowledge to the acting member, operate as notice to or knowledge of the limited liability company. However, (1) if any member has knowledge of a matter and acts fraudulently toward the limited liability company in respect to such information, the knowledge of the member shall not be imputed to the limited liability company; and (2) if notice is given to any member who is acting adversely to the limited liability company and the notifier has knowledge of such adversity, such information shall not be imputed to the limited liability company.
(B) If the articles of organization provide that management of the limited liability company is vested in a manager or managers:
(1) notice to any manager of any matter relating to the business or affairs of the limited liability company, and the knowledge of the manager acting in the particular matter acquired while a manager known at the time of becoming a manager, and the knowledge of any other manager who reasonably could and should have communicated the knowledge to the acting manager, operate as notice to or knowledge of the limited liability company. However, (a) if any manager has knowledge of a matter and acts fraudulently toward the limited liability company in respect to such information, the knowledge of the manager shall not be imputed to the limited liability company; and (b) if notice is given to any manager who is acting adversely to the limited liability company and the notifier has knowledge of such adversity, such information shall not be imputed to the limited liability company; and
(2) notice to or knowledge of any member of a limited liability company while the member is acting solely in the capacity of a member is not notice to or knowledge of the limited liability company.