How do I legally add a successor to my LLC to ensure continuity of ownership and management?

Question

How do I add a successor to my LLC?

Liz · Accepted Answer

Great. To add a successor to your single-member LLC in South Carolina, the process is primarily governed by your Operating Agreement and the South Carolina Uniform Limited Liability Company Act, codified at S.C. Code Ann. § 33-44-101 et seq.
South Carolina does not require succession provisions to be filed with the Secretary of State. Succession planning is handled internally through the LLC’s governing documents.
1. Review Your Operating Agreement
Even for a single-member LLC, the Operating Agreement is the proper place to address succession. Under S.C. Code Ann. § 33-44-103, the operating agreement governs relations among members and between the members and the company. If your agreement does not currently include a succession provision, you may amend it.
Under § 33-44-401, a sole member has authority to manage the LLC, and under § 33-44-801, a member’s dissociation (including death) affects membership rights unless otherwise provided in the operating agreement. Therefore, including clear succession language avoids default statutory uncertainty.
2. Sample Successor Member Provision
You may include language such as:
Successor Member Provision


Upon the death, incapacity, or written resignation of the Sole Member, [Full Legal Name of Successor] shall automatically become the Successor Member of the Company and shall assume all ownership rights, management authority, and responsibilities of the Sole Member, subject to the laws of the State of South Carolina.
The Successor Member shall be admitted as a full Member of the Company without the need for further action and shall hold one hundred percent (100%) of the Membership Interest previously held by the Sole Member.
For purposes of this Agreement, “incapacity” shall mean a written determination by a licensed physician that the Sole Member is unable to manage the affairs of the Company.

If you want succession to occur only upon death, you can remove the incapacity language and limit the triggering event accordingly.
3. Legal Considerations Under South Carolina Law
Under S.C. Code Ann. § 33-44-503, a member’s transferable interest (economic rights) may pass to heirs, but management rights do not automatically transfer unless permitted by the operating agreement. That is why a clearly drafted successor clause is important—it ensures both ownership and management authority pass as intended.
Additionally, under § 33-44-801(4), a member is dissociated upon death unless otherwise provided in the operating agreement. Your successor clause effectively overrides uncertainty by providing automatic admission of the successor as a member.
4. Estate Planning Coordination
Important considerations:


 	This provision does not replace a will or full estate plan.
 	You should coordinate the operating agreement with your will, trust, or other estate planning documents to avoid conflicting instructions.
 	If you want the transfer to occur automatically at death without probate, you may consider placing the LLC interest into a revocable trust rather than relying solely on a will.

5. Filing Requirements
You do not need to file the amended operating agreement with the South Carolina Secretary of State. The amendment should be:


 	Signed and dated by you as Sole Member,
 	Kept with your LLC records, and
 	Provided to your successor and estate planning attorney.

Because succession provisions directly affect ownership and management rights, it is advisable to have the amendment reviewed to ensure it aligns with Title 33, Chapter 44 and your overall estate plan.

[SC] How do I legally add a successor to my LLC to ensure continuity of ownership and management?

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