reglab/housing_qa huggingface dataset:
MS Code § 79-29-127 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 1 - General Provisions|§ 79-29-127. Taxation

 Domestic limited liability companies and foreign limited liability companies shall be classified as an entity for purposes of the income tax laws of this state in the same manner as they are classified for federal income tax purposes.
MS Code § 79-29-201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-201. Certificate of formation

  In order to form a limited liability company, a certificate of formation must be signed and delivered to the Office of the Secretary of State. The certificate must set forth:   The name of the limited liability company;   The information required by Section 79-35-5(a); and   If the limited liability company is to have a specific date of dissolution, the latest date upon which the limited liability company is to dissolve.     The certificate of formation may set forth any other matters the members determine to include therein.   A limited liability company is formed at the date and time of the filing of the certificate of formation by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later date or time specified in the certificate of formation if, in either case, the certificate of formation so filed substantially complies with the requirements of this chapter. A delayed effective date specified in a certificate of formation may not be later than the ninetieth day after the date and time it is filed by the Secretary of State.   For all purposes, a copy of the certificate of formation duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
MS Code § 79-29-203 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-203. Amendment to or restatement of certificate

  A certificate of formation is amended or restated by delivering a certificate of amendment thereto to the Office of the Secretary of State for filing.The certificate shall set forth:   The name of the limited liability company;   The future effective date of the amendment or restatement, which must be a date certain not later than the ninetieth day after the date it is filed by the Secretary of State, unless it is effective upon the filing of the certificate of amendment; and   The amendment to or restatement of the certificate.     A certificate of formation may be amended or restated at any time for any other proper purpose.   All members must agree to any amendment to or restatement of the certificate of formation.
MS Code § 79-29-205 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-205. Certificate of dissolution

  A certificate of dissolution must be delivered to the Office of the Secretary of State for filing upon commencement of winding-up of the limited liability company in connection with the dissolution of the limited liability company pursuant to Article 8 of this chapter.A certificate of dissolution must be delivered to the Office of the Secretary of State for filing and must set forth:   The name of the limited liability company;   The future effective date of dissolution, which must be a date certain not later than the ninetieth day after it is filed by the Secretary of State, unless it is effective upon the filing of the certificate; and   Any other information the person delivering the certificate for filing determines.     The Secretary of State shall not issue a certificate of existence with respect to a limited liability company after the effective date of the certificate of dissolution of such limited liability company.
MS Code § 79-29-207 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-207. Signing of certificate

  Unless otherwise specified in any other section of this chapter, any document required by this chapter to be delivered to the Office of the Secretary of State for filing shall be signed by any one or more authorized persons.   The person signing the document shall state the person's name beneath or opposite the person's signature, the capacity in which the person signs and the person's street and mailing address.A document required or permitted to be delivered to the Office of the Secretary of State for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing by the Secretary of State.   Any person may sign a certificate, an operating agreement or any amendment to either by an agent, including an attorney-in-fact.   A person commits an offense if the person signs a document with the knowledge that it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing.An offense under this provision is a misdemeanor punishable by a fine not to exceed One Thousand Dollars ($1,000.00).
MS Code § 79-29-209 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-209. Amendment or dissolution by judicial act

 If a person required by this Article 2 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the chancery court of the county in which the principal office is located or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the limited liability company does not have a principal office in this state to direct the signing of the certificate. If the court finds that it is proper for the certificate to be signed and that any person so designated has failed or refused to sign the certificate, it shall order appropriate relief, including an order to the Secretary of State to file an appropriate certificate.
MS Code § 79-29-213 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-213. Correction of filings made with the Secretary of State

 In the event that a manager or member becomes aware that any statement in a certificate of formation or any other filing was false or inaccurate when made, or that such filing was defectively or erroneously executed, such member or manager shall then promptly take one (1) of the following actions, as applicable, to correct such filing or certificate:   If the correction is to be made within one (1) year of the date of the filing to be corrected, then the certificate may be corrected by filing a certificate of correction of the certificate with the Office of the Secretary of State.The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter.The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the certificate of correction shall be effective from the filing date; or   If the correction is to be made after one (1) year of the date of the filing to be corrected then the person shall correct the certificate or filing by filing a certificate of amendment as provided by Section 79-29-203.Any amendment made pursuant to this subsection (b) shall be effective upon the filing of the certificate of amendment.
MS Code § 79-29-215 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-215. Annual report for Secretary of State

  Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver on such date as may be established by the Secretary of State, to the Secretary of State for filing an annual report that sets forth:   The name of the limited liability company and the state or country or other foreign jurisdiction under whose law it is organized;   The name and street or physical address of its registered agent in this state;   The address of its principal office;   The names and business addresses of the managers if manager-managed and the name and address of at least one (1) member if member-managed;   The names, titles and business addresses of its principal officers, if any;   A statement as to whether the limited liability company has a written operating agreement; and   A brief description of the nature of its business.     Information in the annual report must be current as of the date the annual report is executed on behalf of the limited liability company.   If an annual report does not contain the information required by this section, the Secretary of State shall notify promptly in writing the reporting limited liability company and return the report to it for correction.If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed.
MS Code § 79-29-217 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-217. Notice

 Certificates of formation and all other documents properly filed and of record with the Office of the Secretary of State constitute notice to the public of all information stated therein.
MS Code § 79-29-219 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-219. Certificate of existence

  The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the Office of the Secretary of State show that the limited liability company has been formed under Section 79-29-201 and a certificate of dissolution or certificate of administrative dissolution pertaining to the limited liability company has not been filed that has become effective.A certificate of existence must state:   The name of the limited liability company;   That the limited liability company was duly formed under the laws of this state and the date of formation;   Whether all fees due under this chapter to the Secretary of State have been paid;   Whether the limited liability company's most recent annual report required by Section 79-29-215 has been filed with the Secretary of State;   Whether a certificate of administrative dissolution has been filed;   Whether a certificate of dissolution has been filed; and   Other facts of record in the Office of the Secretary of State which are specified by the person requesting the certificate.     Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State is conclusive evidence that the limited liability company is in existence.
MS Code § 79-29-221 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-221. Merger of limited liability company

  One or more domestic limited liability companies may merge with a domestic or foreign entity pursuant to an agreement of merger.   A domestic or foreign entity may be a party to the merger, or may be created by the terms of the agreement of merger, only if:   The merger is permitted by the laws under which the entity is organized or by which it is governed; and   In effecting the merger, the entity complies with such laws and with its organizational documents.     The agreement of merger must include:   The name of each entity that will merge and the name of the entity that will be the survivor of the merger;   The terms and conditions of the merger;   The manner and basis of converting the interests of each merging entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;   The organizational documents of any entity to be created by the merger, or if a new entity is not to be created by the merger, any amendments to the survivor's organizational documents; and   Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the organizational documents of any such party.     The terms described in subsections (3)(b) and (3)(c) of this section may be made dependent on facts ascertainable outside the agreement of merger, provided that those facts are objectively ascertainable.The term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person, including the limited liability company.   The agreement of merger may also include a provision that the agreement of merger may be amended prior to filing the certificate of merger with the Secretary of State, provided that if the members of a domestic limited liability company that is a party to the merger are required or permitted to vote on the agreement of merger, the agreement of merger must provide that subsequent to approval of the agreement of merger by such members the agreement of merger may not be amended to:   Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, or other property to be received by the owners of interests in any party to the merger upon conversion of their interests under the agreement of merger;   Change the organizational documents of any other entity that will survive or be created as a result of the merger; or   Change any of the other terms or conditions of the agreement of merger if the change would adversely affect such members in any material respect.
MS Code § 79-29-223 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-223. Action on an agreement of merger

 In the case of a limited liability company that is a party to a merger:   The agreement of merger must be adopted by the members in accordance with subsection (c) of this section.   Unless the agreement of merger is not required to be approved by the members, the limited liability company must notify each member and each owner of a financial interest, whether or not entitled to vote, of the meeting of members at which the agreement of merger is to be submitted for approval.The notice must state that the purpose, or one of the purposes, of the meeting is to consider the agreement of merger and must contain or be accompanied by a copy or summary of the agreement of merger. If the limited liability company is to be merged into an existing entity, the notice shall also include or be accompanied by a copy or summary of the organizational documents of that entity.If the limited liability company is to be merged into an entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the organizational documents of the new entity.   Approval of the agreement of merger requires the approval of at least a majority of the votes entitled to be cast on the agreement of merger, and, if any class or series of interests is entitled to vote as a separate group on the agreement of merger, the approval of at least a majority of the votes entitled to be cast on the merger by that voting group.   Separate voting by voting groups is required:   On an agreement of merger, by each class or series of interests that:1. are to be converted, pursuant to the provisions of the agreement of merger, into shares or other securities, interests, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; or 2. would have a right to vote as a separate group on a provision in the agreement of merger that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups under the certificate of formation or operating agreement;   On an agreement of merger, if the voting group is entitled under the certificate of formation or operating agreement, to vote as a voting group to approve an agreement of merger.   If as a result of a merger one or more members or owners of a financial interest of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any entity, approval of the agreement of merger shall require the execution, by each such member and owner of a financial interest, of a separate written consent to become subject to such personal liability.
MS Code § 79-29-225 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-225. Certificate of merger

 After an agreement of merger has been adopted and approved as required by this chapter, a certificate of merger shall be executed on behalf of each party to the merger by an authorized person.The certificate shall set forth:   The names and jurisdictions of formation or organization of the parties to the merger and the date on which the merger occurred or is to be effective;   If the formation document of the survivor of a merger is amended, or if a new entity is created as a result of a merger, the amendments to the formation document of the survivor or the formation document of the new entity;   A statement that the agreement of merger was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the certificate of formation and operating agreement;   As to each entity that was a party to the merger, a statement that the agreement of merger and the performance of its terms were duly authorized by all action required by the laws under which the entity is organized, or by which it is governed, and by its organizational documents; and   The future effective date of the merger, which shall be a date or time certain not later than the ninetieth day after the date it is filed, if it is not to be effective upon the filing of the certificate of merger.
MS Code § 79-29-227 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-227. Effect of merger

  When a merger becomes effective:   The entity that is designated in the agreement of merger as the survivor continues or comes into existence, as the case may be;   The separate existence of every entity that is merged into the survivor ceases;   All property owned by, and every contract right possessed by, each entity that merges into the survivor is vested in the survivor without reversion or impairment;   All liabilities of each entity that is merged into the survivor are vested in the survivor;   The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;   The organizational documents of the survivor are amended to the extent provided in the agreement of merger;   The organizational documents of a survivor that is created by the merger become effective; and   The interests in an entity that is a party to a merger that are to be converted under the agreement of merger into shares interests, obligations, rights to acquire securities, other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such interests are entitled only to the rights provided to them in the agreement of merger or to any rights they may have under Section 79-29-231.     Any member or owner of a financial interest of a domestic limited liability company that is a party to a merger who, prior to the merger, was liable for the liabilities or obligations of such limited liability company shall not be released from such liabilities or obligations by reason of the merger.   Upon a merger becoming effective, a foreign entity that is the survivor of the merger is deemed to:   Appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of the members and owners of a financial interest of each domestic limited liability company that is a party to the merger who exercise appraisal rights; and   Agree that it will promptly pay the amount, if any, to which such members and owners of a financial interest are entitled under Section 79-29-231.
MS Code § 79-29-229 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 2 - Formation, Certificate of Formation|§ 79-29-229. Abandonment of a merger

  Unless otherwise provided in an agreement of merger or in the laws under which a domestic or foreign entity that is a party to a merger is organized or by which it is governed, after the agreement of merger has been adopted and approved as required by this chapter, and at any time before the merger has become effective, it may be abandoned by any party thereto without action by the party's owners of interests, in accordance with any procedures set forth in the agreement of merger or, if no such procedures are set forth in the agreement of merger, in the manner determined by the entity subject to any contractual rights of other parties to the merger.   If a merger is abandoned under subsection (1) of this section after a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a statement that the merger has been abandoned in accordance with this subsection, executed on behalf of a party to the merger by any authorized person shall be delivered to the Secretary of State for filing prior to the effective date of the merger.Upon filing, the statement shall take effect and the merger shall be deemed abandoned and shall not become effective.