reglab/housing_qa huggingface dataset:
MS Code § 79-29-811 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-811. Agency power of managers, officers or members after dissolution

  Except as provided in subsections (3), (4) and (5) of this section, after an event causing dissolution of the limited liability company, any member can bind the limited liability company:   By any act appropriate for winding-up the limited liability company's affairs or completing transactions unfinished at dissolution; and   By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.     The filing of the certificate of dissolution shall be presumed to constitute notice of dissolution for purposes of subsection (1)(b) of this section.   An act of a manager, officer or member which is not binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized by the limited liability company.   An act of a manager, officer or member which would be binding under subsection (1) or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.   If the certificate of formation or the operating agreement vests management of the limited liability company in a manager or managers, the manager or managers shall have the authority of a member provided for in subsection (1) of this section, and no member shall have such authority if the member is acting solely in the capacity of a member.
MS Code § 79-29-815 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-815. Trustees or receivers for limited liability companies; appointment; powers; duties

 When the certificate of formation of any limited liability company formed under this chapter shall be dissolved by the filing of a certificate of dissolution, the chancery court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint one or more of the managers of the limited liability company to be trustees, or appoint one or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company.The powers of the trustees or receivers may be continued as long as the chancery court shall think necessary for the purposes aforesaid.
MS Code § 79-29-817 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-817. Known claims against dissolved limited liability company

  A dissolved limited liability company may dispose of the known claims against it by filing a certificate of dissolution pursuant to Section 79-29-205 and following the procedure described in this section.   The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution.The written notice must:   Describe information that must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be fewer than one hundred twenty (120) days from the latter of the mailing date of the written notice or the filing of a certificate of dissolution pursuant to Section 79-29-205, by which the dissolved limited liability company must receive the claim; and   State that the claim will be barred if not received by the deadline.     A claim against the dissolved limited liability company is barred:   If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved limited liability company by the deadline; or   If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety (90) days from the date the claimant receives notice of the rejection of the claim.     For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
MS Code § 79-29-819 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-819. Unknown claims against dissolved limited liability company

  A dissolved limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.   The notice must:   Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is or was last located, or in Hinds County if the limited liability company does or did not have a principal office in this state;   Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   State that a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the latter of the publication of the notice or the filing of a certificate of dissolution with respect to the limited liability company.     If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (2) and files a certificate of dissolution pursuant to Section 79-29-205, the claim of each of the following claimants which is not otherwise barred is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three (3) years after the latter of the publication date of the newspaper notice or the filing of the certificate of dissolution:   A claimant who did not receive written notice under Section 79-29-817;   A claimant whose claim was timely sent to the dissolved limited liability company but not acted on within the three-year period; and   A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.     A claim may be enforced under this section:   Against the dissolved limited liability company, to the extent of its undistributed assets; or   If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member, subject to Section 79-29-611(1).
MS Code § 79-29-821 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-821. Grounds for administrative dissolution

 The Secretary of State may commence a proceeding under Section 79-29-823 to administratively dissolve a limited liability company if:   The limited liability company does not pay within sixty (60) days after they are due any fees imposed by this chapter or other law;   The limited liability company does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;   The limited liability company is without a registered agent in this state for sixty (60) days or more;   The limited liability company does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or that its registered agent has resigned; or   The Department of Revenue notifies the Secretary of State that the limited liability company is delinquent in any payments or tax owed by the limited liability company to the State of Mississippi; or   A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited liability company to the Secretary of State pursuant to this chapter.
MS Code § 79-29-823 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-823. Procedure for administrative dissolution

  If the Secretary of State determines that one or more grounds exist under Section 79-29-821 for administratively dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written notice of the determination under Section 79-35-13, except that such determination may be served by first-class mail.   If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after the service of the notice, the Secretary of State shall administratively dissolve the limited liability company by signing a certification of the administrative dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate of administrative dissolution and serve the limited liability company with a copy of the certificate of administrative dissolution under Section 79-35-13, except that such certificate of administrative dissolution may be served by first-class mail.
MS Code § 79-29-825 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-825. Reinstatement following administrative dissolution

  A limited liability company administratively dissolved under Section 79-29-823 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:   Recite the name of the limited liability company and the effective date of its administrative dissolution;   State that the ground or grounds for administrative dissolution either did not exist or have been eliminated; and   State that the limited liability company's name satisfies the requirements of Section 79-29-109.     If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate of reinstatement, and serve the limited liability company with a copy of the certificate of reinstatement under Section 79-35-13, except that such certificate of reinstatement may be served by first-class mail.   When the reinstatement is effective:   The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;   Any liability incurred by the limited liability company or a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and   The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.
MS Code § 79-29-827 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-827. Appeal from denial of reinstatement

  If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under Section 79-35-13 with a record that explains the reason or reasons for denial, except that such record may be served by first-class mail.   The limited liability company may appeal the denial of reinstatement to the Chancery Court of the First Judicial District of Hinds County or the chancery court where the limited liability company is domiciled within thirty (30) days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of administrative dissolution, the limited liability company's application for reinstatement, and the Secretary of State's notice of denial.   The court may summarily order the Secretary of State to reinstate the dissolved limited liability company or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
MS Code § 79-29-829 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-829. Revocation of dissolution

 Notwithstanding the occurrence of an event set forth in Section 79-29-801(1)(a), (b), (c) or (d) of this chapter, the limited liability company shall not be dissolved and its affairs shall not be wound up if, within one hundred twenty (120) days of the effective date of the dissolution:   The limited liability company is continued pursuant to the affirmative majority vote or consent of all remaining members of the limited liability company or the personal representative of the last remaining member of the limited liability company if there is no remaining member, and any other person whose approval is required under the operating agreement to revoke a dissolution pursuant to this section; however, if the dissolution was caused by a vote or consent, the dissolution shall not be revoked unless each member and other person, or their respective personal representatives, who voted in favor of, or consented to, the dissolution has voted or consented to continue the limited liability company. If there is no remaining member of the limited liability company and the personal representative of the last remaining member votes in favor of or consents to the continuation of the limited liability company, the personal representative shall be required to agree in writing to the admission of the personal representative of the member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; and   The limited liability company delivers to the Secretary of State for filing a certificate of revocation of dissolution, together with a copy of certificate of dissolution, that sets forth:   The name of the limited liability company;   The effective date of the dissolution that was revoked; and   The date that the revocation of dissolution was authorized.   The revocation of dissolution is effective upon the date of the certificate of revocation of dissolution is filed, but the revocation shall relate back to and take effect as of the effective date of the dissolution and any liability incurred by the limited liability company or a member after the dissolution and before the revocation shall be determined as if the dissolution had never occurred; and the limited liability company may resume or continue carrying on its business as if the dissolution had never occurred.
MS Code § 79-29-831 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-831. Effect of dissolution

  The dissolution of a limited liability company does not terminate the authority of the registered agent of the limited liability company.   The administrative dissolution of a limited liability company shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such limited liability company or prevent such limited liability company from defending any action, suit or proceeding with any court of this state.   A member, manager or officer of a limited liability company is not liable for the debts, obligations or liabilities of such limited liability company solely by reason of the administrative dissolution of a limited liability company.   A limited liability company that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until such limited liability company is reinstated.An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of such limited liability company on any right, claim or demand arising out of the transaction of business by such limited liability company after the administrative dissolution.   A limited liability company that is dissolved pursuant to Section 79-29-801 or 79-29-803 continues its legal existence but may carry on only business necessary or appropriate to wind-up and liquidate its business and affairs under Section 79-29-809 and to notify claimants under Sections 79-29-817 and 79-29-819.
MS Code § 79-29-901 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-901. Applicability of remaining articles of chapter

 The other provisions of this chapter apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with the provisions of this article.
MS Code § 79-29-902 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-902. Article definitions

 As used in this article, unless the context requires otherwise:   "Disqualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership or other entity that for any reason is or becomes ineligible under this article to be a member of a professional limited liability company.   "Domestic professional limited liability company" means a professional limited liability company.   "Foreign professional limited liability company" means a limited liability company formed for the purpose of rendering professional services under a law other than the law of this state.   "Law" includes rules promulgated in accordance with Section 79-29-929.   "Licensing authority" means the office, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service.   "Professional limited liability company" means a limited liability company, other than a foreign professional limited liability company, subject to the provisions of this article.   "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, including, without limitation, certified public accountants, dentists, architects, veterinarians, osteopaths, physicians, surgeons and attorneys at law.   "Qualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership or other entity that is eligible under this article to be a member of a professional limited liability company.
MS Code § 79-29-903 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-903. Election of professional limited liability company status

  One or more persons may form a professional limited liability company by delivering to the Secretary of State for filing a certificate of formation which includes a statement that:(a) it is a professional limited liability company; and (b) its purpose is to render the specified professional services.   Nothing in this article shall be construed to require a person rendering professional services in this state to render such services through a professional limited liability company or foreign professional limited liability company unless a law of this state other than this article so requires.
MS Code § 79-29-904 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-904. Purposes

  Except to the extent authorized by subsection (2), a limited liability company may elect professional limited liability company status under Section 79-29-903, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.   A limited liability company may elect professional limited liability company status under Section 79-29-903 for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by Section 79-29-117(1) to the extent the combination of professional purposes or of professional and business purposes is not prohibited by the licensing law of this state applicable to each profession in the combination.
MS Code § 79-29-905 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-905. General powers

  Except as provided in subsection (2) of this section, a professional limited liability company has the powers enumerated in Section 79-29-117(2).   A professional limited liability company may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional limited liability company's certificate of formation and not prohibited by the licensing laws applicable to each profession rendering services through the professional limited liability company.
MS Code § 79-29-906 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-906. Rendering professional services

  A domestic or foreign limited liability company may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.   Subsection (1) of this section does not:   Require an individual employed by a professional limited liability company to be licensed to perform services for the limited liability company if a license is not otherwise required;   Prohibit a licensed individual from rendering professional services in the individual's capacity although the individual is a member, manager, employee or agent of a domestic or foreign professional limited liability company;   Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional limited liability company in this state if not prohibited by the licensing authority.