reglab/housing_qa huggingface dataset:
MS Code § 79-29-1113 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1113. Payment of expenses

  If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company.   On termination of the derivative proceeding the court may order the plaintiff to pay any defendant's reasonable expenses, including reasonable attorney's fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
MS Code § 79-29-1115 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1115. Applicability to foreign limited liability companies

 In any derivative proceeding brought in the courts of this state in the right of a foreign limited liability company, the matters covered by this article shall be governed by this chapter.
MS Code § 79-29-1201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 12 - Miscellaneous|§ 79-29-1201. Construction and application

  The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.   It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.   Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to the singular.The captions contained herein are for the purposes of convenience only and shall not control or affect the construction of this chapter.   As used herein, the words "include," "includes" and "including" will be deemed to be followed by the phrase "without limitation," whether or not such phrase is included therein.
MS Code § 79-29-1205 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 12 - Miscellaneous|§ 79-29-1205. Severability

 If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
MS Code § 79-29-1207 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 12 - Miscellaneous|§ 79-29-1207. Powers of the Secretary of State

 The Secretary of State shall have the powers reasonably necessary to perform the duties required of the Office of the Secretary of State under the provisions of this chapter.
MS Code § 79-29-1209 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 12 - Miscellaneous|§ 79-29-1209. Relation to Electronic Signatures in Global and National Commerce Act

 This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., but does not modify, limit or supersede Section 101(c) of that act, 15 USCS Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 USCS Section 7003(b).
MS Code § 79-29-1211 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 12 - Miscellaneous|§ 79-29-1211. Enforceability of written agreements to choose forum, authorize arbitration and to choose prescribed manner of service of process

 In a written operating agreement or other writing, a manager, member or officer may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of this state, or the exclusivity of arbitration in a specified jurisdiction or in this state, and to be served with legal process in the manner prescribed in such operating agreement or other writing.Except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in this state, a member who is not a manager may not waive its right to maintain a legal action or proceeding in the courts of this state with respect to matters relating to the organization or internal affairs of a limited liability company.
MS Code § 79-29-1301 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1301. Applicability upon effective date

 On or after January 1, 2011, this chapter applies to:   A domestic limited liability company formed on or after January 1, 2011; and   A foreign limited liability company entity that is not registered with the Secretary of State to transact business in this state before January 1, 2011.
MS Code § 79-29-1303 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1303. Early effectiveness of fees and annual reports

  On or after January 1, 2011, the fees required by Section 79-29-1203 apply to all filings made with the Secretary of State, including comparable filings under prior law, regardless of whether a limited liability company is subject to or has adopted this chapter.The intent of this section is to require a filing fee for all documents filed under either this chapter or the prior law without regard to the difference in designation of the document.   On or after January 1, 2011, Sections 79-29-215, 79-29-219, 79-29-821, 79-29-823, 79-29-825, 79-29-827 and 79-29-831, shall apply to all domestic limited liability companies formed before or after January 1, 2011, and Sections 79-29-215, 79-29-1021, 79-29-1023, 79-29-1025, 79-29-1027 and 79-29-1029 shall apply to all foreign limited liability companies registered with the Secretary of State before or after January 1, 2011.
MS Code § 79-29-1305 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1305. Early adoption of this chapter by existing limited liability company

 A domestic limited liability company formed before January 1, 2011, may voluntarily elect to adopt and become subject to this chapter by:   Adopting the chapter by complying with the procedures for approval, under prior law and its organizational documents, of an amendment to its certificate of formation;   Amending any noncomplying organizational documents to comply with this chapter if any of its organizational documents, including its certificate of formation, do not comply with this chapter by complying with the procedures, under prior law and its organizational documents, to amend the noncomplying organizational documents to comply with this chapter, including filing with the Secretary of State in accordance with Section 79-29-203 a certificate of amendment to cause its certificate of formation to comply with this chapter; and   Filing with the Secretary of State in accordance with Section 79-29-203 a statement that the domestic limited liability company is electing to adopt this chapter.
MS Code § 79-29-1307 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1307. Early adoption of chapter by registered foreign limited liability company

 A foreign limited liability company registered with the Secretary of State to transact business in this state before January 1, 2011, may voluntarily elect to adopt and become subject to this chapter by filing with the Secretary of State in accordance with Section 79-29-203:   A statement that the foreign limited liability company is electing to adopt this chapter; and   An amendment to its registration of foreign limited liability company that would cause its certificate of registration of foreign limited liability company to comply with this chapter.
MS Code § 79-29-1309 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1309. Applicability to existing limited liability companies

 On or after January 1, 2012, such date referred to in this article as the "mandatory application date," if a domestic limited liability company formed before January 1, 2011, or a foreign limited liability company registered with the Secretary of State to transact business in this state before January 1, 2011, has not taken the actions specified by Section 79-29-1305 or 79-29-1307 to elect to adopt this chapter:   This chapter applies to the domestic or foreign limited liability company and all actions taken by the managers, officers, or members of the limited liability company, except as otherwise expressly provided by this article;   A domestic or foreign limited liability company shall not be considered to have failed to comply with this chapter if the entity's certificate of formation or application for registration of foreign limited liability company, as appropriate, does not comply with the chapter;   A domestic limited liability company shall conform its certificate of formation to the requirements of this chapter when it next files an amendment to its certificate of formation; and   A foreign limited liability company shall conform its registration of foreign limited liability company to the requirements of this chapter when it next files an amendment to its registration of foreign limited liability company.
MS Code § 79-29-1311 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1311. Applicability to certain acts, contracts, and transactions

 All of the provisions of this chapter govern the acts, contracts, or other transactions by a limited liability company subject to Section 79-29-1301 or by its managers, members or officers that occur on or after January 1, 2011. Unless the limited liability company that is formed or registered before January 1, 2011, has elected to be subject to the Revised Act prior to the mandatory application date the prior law governs the acts, contracts, or transactions of the limited liability company that is formed or registered before January 1, 2011, or its managers, members or officers that occur before the mandatory application date.
MS Code § 79-29-1313 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1313. Indemnification

 Section 79-29-123 governs any proposed indemnification by a limited liability company after the mandatory application date, regardless of whether the events on which the indemnification is based occurred before or after the mandatory application date.In a case in which indemnification is permitted but not required under Section 79-29-123, a provision relating to indemnification contained in the organizational documents of a limited liability company on the mandatory application date that would otherwise have the effect of limiting the nature or type of indemnification permitted by Section 79-29-123 may not be construed after the mandatory application date as limiting the indemnification authorized by Section 79-29-123 unless the provision so intended to limit or restrict permissive indemnification under applicable law.
MS Code § 79-29-1315 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1315. Dissolution

    Section 79-29-803 applies to an action for judicial dissolution commenced after the mandatory application date; or   Section 79-29-801 applies to a voluntary dissolution initiated after the mandatory application date.     The prior law governs:   An action described by subsection (1)(a) of this section that is pending on the mandatory application date; or   A proceeding described by subsection (1)(b) of this section initiated before the mandatory application date.
MS Code § 79-29-1317 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 13 - Transition Provisions|§ 79-29-1317. Maintenance of prior action

 Except as expressly provided by this article, this chapter does not apply to an action or proceeding commenced before the mandatory application date.Prior law applies to the action or proceeding.
MS Code § 79-37-101 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-101. Short title

 This chapter shall be known and may be cited as the Mississippi Entity Conversion and Domestication Act.
MS Code § 79-37-103 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-103. Relationship of chapter to other laws

 Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.   This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.   A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic converting or domesticating business corporation unless the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
MS Code § 79-37-104 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-104. Required notice or approval

 A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to a conversion or domestication.   Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the appropriate court specifying the disposition of the property.
MS Code § 79-37-105 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-105. Status of filings

 A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.
MS Code § 79-37-106 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-106. Nonexclusivity

 The fact that a transactionunder this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
MS Code § 79-37-107 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-107. Reference to external facts

 A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan.The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
MS Code § 79-37-108 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-108. Alternative means of approval of transactions

 Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.
MS Code § 79-37-109 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-109. Appraisal rights

 An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:    The organic law permits the organic rules to limit the availability of appraisal rights; and   The organic rules provide such a limit or elimination.   The case of a business corporation, by action of its governors.    An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:   The entity's organic rules;   The plan; or   If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, Article 13 of the Mississippi Business Corporation Act applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
MS Code § 79-37-111 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-111. Requirements for documents

 To be entitled to filing by the Secretary of State, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements:    This chapter requires or permits filing the document in the Office of the Secretary of State.   The document contains the information required by this chapter and may contain other information.   The document is in a record.   The document is in the English language, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.   The document is signed:   The document must state the name and capacity of the person that signed it.   The document must be delivered to the Office of the Secretary of State for filing in the format and in the manner required by the Secretary of State.    By an officer or director of a domestic or foreign corporation;   By a person authorized by a domestic or foreign entity that is not a corporation; or   If the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.   When a document is delivered to the Office of the Secretary of State for filing, the correct filing fee must be paid or provision for payment made in a manner permitted by the Secretary of State.
MS Code § 79-37-112 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-112. Filing, service, and copying fees

 The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.   The Secretary of State shall collect the following fees for copying and certifying the copy of any document filed under this chapter:    One Dollar ($1.00) a page for copying; and   Ten Dollars ($10.00) for the certificate.   [Reserved]   [Reserved]   Statement of conversion. . . . .$50.00   Statement of abandonment of conversion. . . . .$25.00   Statement of domestication. . . . .$50.00   Statement of abandonment of domestication. . . . .$25.00    The Secretary of State shall collect the following fees when the documents described are delivered for filing:   [Reserved]   [Reserved]
MS Code § 79-37-113 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-113. Effective time and date of document

 Except as provided in Section 79-37-114, a document accepted for filing is effective:    At the date and time of filing, as evidenced by the means used by the Secretary of State for recording the date and time of filing;   At the time specified in the document as its effective time on the date it is filed;   At a specified delayed effective time and date if permitted by this chapter; or   If a delayed effective date but no time is specified, at the close of business on the date specified.
MS Code § 79-37-114 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 37 - Mississippi Entity Conversion and Domestication Act|Article 1 - General Provisions|§ 79-37-114. Correcting filed document

 A domestic or foreign entity may correct a document filed by the Secretary of State within one hundred twenty (120) days of the filing if:    The document contains an inaccuracy;   The document was defectively signed; or   The electronic transmission of the document to the Secretary of State was defective.    A document is corrected by filing with the Secretary of State a statement of correction that:   Describes the document to be corrected and states its filing date or has attached a copy of the document;   Specifies the inaccuracy or defect to be corrected; and   Corrects the inaccuracy or defect.   A statement of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction.As to those persons, a statement of correction is effective when filed.