Chip,
Here's what a useful legal reference here in the state of S.C. has to say about Limited Partnerships in the State of South Carolina. Note the last sentence of the second paragraph.
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2. Limited Partnership. A limited partnership is an association composed of one or more general partners with unlimited liability and one or more limited partners who are generally not liable for obligations of the partnership. Limited partnerships in South Carolina are governed by the provisions of the Revised Uniform Limited Partnership Act. See Title 33, Chapter 42, S.C. Code.
Limited partners have a passive investment and do not participate actively in management and control of the business of the limited partnership. Management of the partnership's activities is performed by the general partners. If a limited partner participates in the management of the partnership business in substantially the same manner as a general partner, the limited partner will have unlimited liability in the same manner as the general partner. Certain discrete activities for the partnership may be carried out by limited partners without affecting limited partner status, such as acting as a contractor, consultant or surety, or exercising voting rights on certain matters.
Unlike general partnerships, limited partnerships are subject to various registration and other formal requirements. In order to form a limited partnership, a certificate must be filed with the Secretary of State of South Carolina in Columbia, setting forth the name of the limited partnership, the name and street address of the registered agent, the names and addresses of each general partner, the latest date of dissolution, and other matters the partners deem appropriate. (The filing fee is $10.00.) If a limited partnership intends to conduct business in South Carolina under a name other than the name shown on its certificate of limited partnership, it shall file with the Secretary of State an assumed name certificate. LP, L.P. or "limited partnership" must be included in the name of the limited partnership. The partnership itself is not a taxable entity, and partnership income, gains and losses pass through to the partners for federal and South Carolina income tax purposes.
A limited partnership organized outside of South Carolina must be registered with the Secretary of State before doing business in South Carolina. The registration application must set forth the name and address of a registered agent for service of process in South Carolina, as well as certain other required information.
The name of a limited partnership is subject to name clearance procedures similar to corporations. A name may not be registered unless it is sufficiently unique to permit separate indexing in the limited partnership records. The limited partnership name may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner or (ii) the business of the limited partnership has been carried on under that name before the admission of that limited partner.
Subject to the terms of the partnership agreement, a limited partnership may be dissolved upon the written consent of all
partners or pursuant to entry of a decree of judicial dissolution. Assignment of limited partnership interests is permissible unless
restricted by the partnership agreement.
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