South Carolina Partnership Agreement

A South Carolina partnership agreement solidifies how partners relate to the partnership as well as one another. It is a binding contract that clearly defines each one’s role in the business, responsibilities, and profit or other benefits.

Last updated January 27th, 2025

A South Carolina partnership agreement solidifies how partners relate to the partnership as well as one another. It is a binding contract that clearly defines each one’s role in the business, responsibilities, and profit or other benefits.

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South Carolina Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) South Carolina does not require general partnership registration but does expect every partnership to comply with naming requirements. South Carolina Business Entity Search
Limited Partnership (LP)
Certificate of Limited Partnership (Filing Fee: $100.00)
Application for Registration of Foreign Limited Partnership (Filing Fee: $10.00)
Limited Liability Partnership (LLP) Certificate of Limited Liability Partnership (Filing Fee: $100.00)
Limited Liability Limited Partnership (LLLP) File online with the South Carolina Secretary of State
Certificate of Limited Partnership(Filing Fee: $100.00) Must meet state requirements for limited liability.

Fiduciary Duty

Partners “render on demand” an accurate report on partnership information to any other partner (as well as their legal representative). [1]

A partner is responsible for all-inclusive reports on the benefits, partnership opportunities, profits, and properties gained from their partnership’s existence (i.e., “formation, conduct, or liquidation”). [2]

Partners are the agents of their partnerships “for the purpose” of conducting its business, such as by executing the partnership name in a legal instrument, but are responsible for accurately representing their authority before third parties.[3]

Partners must represent as well as act with “the good will” of the partnership at all times; however, this is dependent upon their status with the partnership and the will of the other partners.[4]

Partners must avoid or refrain specifically from conduct, action, or agenda that “make it impossible” for the partnership to conduct its business. [5]

Liability

General partners of a limited partnership possess the same “rights and powers” (as well as the same responsibilities) that exist in a general partnership.[6]
General partners hold the same level of responsibility in a limited partnership as they do in a general partnership and, thus, do not have the same protections as limited partners.[7]
Limited partners do not generally bear the obligations or debts their limited partnership holds so long as they do not participate in the control of the business or take actions beyond the partnership agreement.[8]
Limited partner promises of contributions are “not enforceable” if they are not in writing and executed by signature. [9]
Partners that promise “cash or property or to perform services” must satisfy such obligations regardless of sickness or death; however, when appropriate, a service or property is replaceable with its cash value.[10]

State Definitions (5)

General partner means the partner that is “admitted to a limited partnership,” specifically in the general partner role as per the partnership agreement and certificate of limited partnership. [11]
Limited partner means a person is specifically assigned the limited partner role in a partnership “in accordance” with the LP’s partnership agreement. [12]
Limited partnership is a business that is for profit and owned by at least two persons (i.e., corporation, individual, LLC) “having one or more general partners” in addition to at least one limited partner. [13]
Registered limited liability partnership is a partnership that meets the requirements of the South Carolina Uniform Partnership Act (such as naming and insurance requirements) and holds an active registration with the state of South Carolina. [14]
Foreign limited partnership means that an entity is made and operates in compliance with the laws of “any state other than” South Carolina and has at least one general as well as one limited partner. [15]