South Carolina doesn’t require an LLC operating agreement. But § 33-44-103 of the South Carolina Uniform Limited Liability Company Act gives one priority over Chapter 44’s default rules. That includes the per-capita rule that splits profits equally regardless of who invested more.
Choose the version that matches your South Carolina LLC structure.
Is an Operating Agreement Required for a South Carolina LLC?
No. South Carolina law says LLC members may enter into an operating agreement, and § 33-44-103 expressly says the agreement does not have to be written. The operating agreement is not the document that creates the LLC. Formation occurs by delivering Articles of Organization to the Secretary of State under §§ 33-44-202 and 33-44-203.
The South Carolina Secretary of State business entity guidance identifies limited liability companies as entities filed with the Secretary of State and directs filers to Title 33, Chapter 44. If the members do not set their own terms, Chapter 44 governs their relationship instead.
Because South Carolina permits an operating agreement that is not even written, the LLC statute imposes no general notarization requirement for adopting one.
How South Carolina Defines an Operating Agreement
“Operating agreement” means the agreement under Section 33-44-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.
Section 33-44-103 gives members broad freedom to regulate the company’s affairs and business and the relationships among members, managers, and the LLC, subject to statutory rules the agreement cannot waive.
§ 33-44-103(a) expressly provides that an operating agreement need not be in writing. A written agreement is still much easier to preserve and prove if members later disagree about what they decided.
The same provision makes the fallback rule clear: when the operating agreement does not address a matter, Chapter 44 governs relations among the members, managers, and company.
§ 33-44-203(c) says the operating agreement generally controls over inconsistent Articles of Organization as to managers, members, and members’ transferees. For an outside person who reasonably relies on the Articles to that person’s detriment, however, the Articles control.
South Carolina LLC Default Rules That Can Shape the Deal
South Carolina’s defaults are not limited to basic voting rules. Several can materially affect how money, exits, ownership transfers, and major decisions work if the members never address them in writing.
In a member-managed LLC, every member has equal management rights, and ordinary company matters are decided by a majority of the members. Investment size does not automatically determine voting power.
§ 33-44-404(a)Distributions before dissolution are made in equal shares. Making an interim distribution also requires the consent of all members under the statutory default.
§§ 33-44-404(c)(6), 33-44-405(a)An amendment to the operating agreement requires consent of all members under the default rule.
§ 33-44-404(c)(1)A member is not automatically entitled to compensation for services performed for the LLC, except reasonable compensation for services involved in winding up the business.
§ 33-44-403(d)Unless the agreement provides otherwise, a member can dissociate by express will. If an at-will LLC continues rather than winding up, the company generally must purchase that member’s distributional interest at fair value.
§§ 33-44-602, 33-44-603, 33-44-701Transferring a distributional interest does not automatically make the buyer a member or give the buyer management rights. Without authority in the agreement, admission generally requires the consent of all other members.
§§ 33-44-502 to 33-44-503The withdrawal rule is particularly important for South Carolina LLCs. The statute not only permits dissociation by express will by default, it also contains a statutory purchase process for a dissociated member’s interest in an at-will company, including a fair-value standard and deadlines for making a purchase offer.
