X. In South Carolina, the Llc, as an Entity, Is Not Liable for Torts Committed by the Llc's Promoters Prior to the Llc Formation

• Library: South Carolina Limited Liability Companies (SCBar) (2020 Ed.)

X. In South Carolina, the LLC, as an Entity, Is NOT Liable for Torts Committed by the LLC's Promoters Prior to the LLC Formation

An important South Carolina case is Hansen v. Fields Co., LLC, 409 S.C. 541, 763 S.E.2d 31 (2014). The court, providing helpful reasons for its conclusions, determined that an LLC would not be liable for the promoters torts.

The first step in resolving this case is determining if and when a limited liability company can be held liable for its promoter's pre-incorporation contracts or torts, issues of first impression in South Carolina. Turning first to a corporate entity's liability for preformation contracts, we adopt the prevailing rule that "because a corporation cannot have agents, contract for itself, or be contracted

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