S.C. Code Ann. § 33-43-602 – [Repealed eff January 1, 2001] Distributions on an event of dissociation

(A) Upon the occurrence of an event of dissociation under Section 33-43-802 which does not result in winding up, other than an event of dissociation described in Section 33-43-802(A)(3)(b) or Section 33-43-802(A)(2), a dissociating member is entitled to receive any distribution which the member was entitled to receive prior to the event of dissociation. The dissociating member shall also receive any other amount as provided in an operating agreement. If an operating agreement does not provide the amount of, or a method for determining the distribution to a dissociating member, the member shall additionally receive the fair value of the member's interest in the limited liability company as of the date of dissociation determined as provided in subsection (B) and based upon the member's right to share in distributions from the limited liability company.
(B) The "fair value" of the dissociating member's interest shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest must be paid from the date of dissociation to the date of payment.
(C) Damages for wrongful dissociation under Section 33-43-803 and all other amounts owing, whether or not presently due, from the dissociated member to the limited liability company, must be offset against the buyout price as determined in subsection (A). If damages and other amounts owing exceed the amount owed under subsection (A), interest must be paid on such excess from the date the amount owed becomes due to the date of payment.
(D) Unless otherwise provided in an operating agreement and subject to the provisions of subsections (E) and (G), if no agreement for the purchase of a dissociated member's interest is reached within one hundred twenty days after a written demand for payment, the limited liability company shall pay, or cause to be paid, in cash to the dissociated member or his personal representative the amount the limited liability company estimates to be the price to be paid according to subsection (B) and accrued interest, reduced by any offsets and accrued interest under subsection (C).
(E) If a deferred payment is authorized under subsection (G)(1), or the limited liability company reasonably and in good faith determines deferred payment may be made pursuant to subsection (G)(2), the limited liability company may tender a written offer to pay the amount it estimates to be the price owed under subsection (B) and accrued interest, reduced by any offsets under subsection (C), stating the amount of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.
(F) The payment or tender required by subsection (D) or (E) must be accompanied by the following:
1. (1) a statement of limited liability company's assets and liabilities as of the date of dissociation;
2. (2) the latest available limited liability company balance sheet and income statement, if any;
3. (3) an explanation of how the estimated amount of payment was calculated; and
4. (4) a written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated member commences an action to determine the price, any offsets under subsection (C), or other terms of the reacquisition obligation.
(G) A deferred payment may be made only according to the following conditions:
1. (1) A member who wrongfully dissociates before the expiration of the duration of the limited liability company is not entitled to payment for any portion of the buyout price until the expiration of the then stated duration unless the member establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the limited liability company. The court shall determine the extent and manner to which such deferred payment is secured and the amount, if any, of interest to be paid on the deferred payment.
2. (2) A member who dissociates, but not wrongfully, before the expiration of the limited liability company, is entitled to payment of the buyout price within one hundred twenty days after the member, of his representative, gives written demand to the limited liability company. Provided, however, if the operating agreement does not require immediate payment, the limited liability company may request an order for deferral of payment which the court may only grant if the limited liability company establishes by clear and convincing evidence that deferred payment is necessary in order to prevent undue hardship to the business of the limited liability company. The court shall determine the length of deferral, the extent and manner to which the deferred payment is secured, and a reasonable fixed or variable rate of interest which shall be regularly paid on the deferred amount. Unless the limited liability company demonstrates by clear and convincing evidence that providing adequate security in regard to a deferred payment to a member who does not wrongfully dissociate will cause undue hardship to the business of the limited liability company, such deferred payment shall be adequately secured.
(H) A dissociated member may maintain an action against the limited liability company, pursuant to Section 33-43-1203 to determine the value of that member's interest, any offsets under subsection (C), or other terms. The action must be commenced within one hundred twenty days after the limited liability company has tendered payment or an offer to pay, or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the fair market value using the formula in subsection (B), any offset due under subsection (C), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (G), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously, or not in good faith, including the limited liability company's failure to tender payment or an offer to pay or to comply with the requirement of subsection (F), or any unsupported or unreasonable request to defer payment pursuant to subsection (G)(2).