reglab/housing_qa huggingface dataset:
MS Code § 79-14-807 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-807. Other claims against dissolved limited partnership

 A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.   A notice under subsection (a) must:    Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in Hinds County, Mississippi;   Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;   State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and   Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 79-14-404.    If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:   A claimant that did not receive notice in a record under Section 79-14-806;   A claimant whose claim was timely sent to the partnership but not acted on; and   A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.   A claim not barred under this section or Section 79-14-806 may be enforced:   Against the dissolved limited partnership, to the extent of its undistributed assets;   Except as otherwise provided in Section 79-14-808, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and   Against any person liable on the claim under Sections 79-14-404 and 79-14-607.
MS Code § 79-14-808 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-808. Court proceedings

 A dissolved limited partnership that has published a notice under Section 79-14-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, in the Chancery Court of the First Judicial District of Hinds County, Mississippi, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under Section 79-14-807.   Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.   In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.   A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the dissolved limited partnership's obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
MS Code § 79-14-809 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

 If a claim against a dissolved limited partnership is barred under Section 79-14-806, 79-14-807, or 79-14-808, any corresponding claim under Section 79-14-404 or 79-14-607 is also barred.
MS Code § 79-14-811 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-811. Administrative dissolution

 The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if the partnership does not:    Pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law within sixty (60) days after it is due; or   Have a registered agent in this state for sixty (60) consecutive days.    If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited partnership, the Secretary of State shall serve the partnership with notice in a record of the Secretary of State's determination.   If a limited partnership, not later than sixty (60) days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the partnership pursuant to Section 79-35-13, except that the statement of administrative dissolution may be served by first-class mail.   A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 79-14-802, 79-14-806, 79-14-807, 79-14-808, and 79-14-810, or to apply for reinstatement under Section 79-14-812.   The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
MS Code § 79-14-812 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-812. Reinstatement

 A limited partnership that is administratively dissolved under Section 79-14-811 may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must state:    The name of the partnership at the time of its administrative dissolution and, if needed, a different name that satisfies Section 79-14-114;   The address of the principal office of the partnership and the name and street and mailing addresses of its registered agent;   The effective date of the partnership's administrative dissolution; and   That the grounds for dissolution did not exist or have been cured.    To be reinstated, a limited partnership must pay all fees, taxes, interest, and penalties that were due to the Mississippi Department of Revenue at the time of the partnership's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Mississippi Department of Revenue while the partnership was administratively dissolved.   If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Mississippi Department of Revenue by subsection (b) have been made, the Secretary of State shall:   Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and   File the statement of reinstatement and serve a copy on the limited partnership.   When reinstatement under this section is effective, the following rules apply:   The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.   The limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.   The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
MS Code § 79-14-813 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 8 - Dissolution and Winding Up|§ 79-14-813. Judicial review of denial of reinstatement

 If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the partnership with a notice in a record that explains the reason or reasons for the denial.   A limited partnership may seek judicial review of denial of reinstatement in the Chancery Court of the First Judicial District of Hinds County, Mississippi, not later than thirty (30) days after service of the notice of denial.   The court may summarily order the Secretary of State to reinstate the limited partnership or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
MS Code § 79-14-901 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-901. Direct action by partner

 Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.   A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.   A right to an accounting on a dissolution and winding up does not revive a claim barred by law.
MS Code § 79-14-902 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-902. Derivative action

 A partner may maintain a derivative action to enforce a right of a limited partnership if:    The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or   A demand under paragraph (1) would be futile.
MS Code § 79-14-903 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-903. Proper plaintiff

 A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:    Was a partner when the conduct giving rise to the action occurred; or   Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
MS Code § 79-14-904 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-904. Pleading

 In a derivative action, the complaint must state with particularity:    The date and content of plaintiff's demand and the response to the demand by the general partner; or   Why demand should be excused as futile.
MS Code § 79-14-905 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-905. Special litigation committee

 If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:    Enforcing a person's right to information under Section 79-14-304 or 79-14-407; or   Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.   Be settled on terms approved by the committee; or   Be dismissed.    A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.   A special litigation committee may be appointed:   By a majority of the general partners not named as parties in the proceeding; or   If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.   After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:   Continue under the control of the plaintiff;   Continue under the control of the committee;   After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
MS Code § 79-14-906 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 9 - Actions By Partners|§ 79-14-906. Proceeds and expenses

 Except as otherwise provided in subsection (b):    Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and   If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.    If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.   A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court's approval.
MS Code § 79-14-1001 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1001. Governing law

 The law of the jurisdiction of formation of a foreign limited partnership governs:    The internal affairs of the partnership;   The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and   The liability of a series of the partnership.    A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.   Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
MS Code § 79-14-1002 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1002. Registration to do business in this state

 A foreign limited partnership may not do business in this state until it registers with the Secretary of State under this article.   A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.   The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.   A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.   Section 79-14-1001(a) and (b) applies even if the foreign limited partnership fails to register under this article.
MS Code § 79-14-1003 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1003. Foreign registration statement

 To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the Secretary of State for filing. The statement must state:    The name of the partnership and, if the name does not comply with Section 79-14-114, an alternate name adopted pursuant to Section 79-14-1006(a);   That the partnership is a foreign limited partnership;   The partnership's jurisdiction of formation;   The street and mailing addresses of the partnership's principal office and, if the law of the partnership's jurisdiction of formation requires the partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and   The information required by Section 79-35-5(a).
MS Code § 79-14-1004 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1004. Amendment of foreign registration statement

 A registered foreign limited partnership shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:    The name of the partnership;   The partnership's jurisdiction of formation;   An address required by Section 79-14-1003(4); or   The information required by Section 79-35-5(a).
MS Code § 79-14-1005 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1005. Activities not constituting doing business

 Activities of a foreign limited partnership which do not constitute doing business in this state under this article include:    Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;   Carrying on any activity concerning its internal affairs, including holding meetings of its partners;   Maintaining accounts in financial institutions;   Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;   Selling through independent contractors;   Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;   Creating or acquiring indebtedness, mortgages, or security interests in property;   Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;   Conducting an isolated transaction that is not in the course of similar transactions;   Owning, without more, property; and   Doing business in interstate commerce.    A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.   This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
MS Code § 79-14-1006 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1006. Noncomplying name of foreign limited partnership

 A foreign limited partnership whose name does not comply with Section 79-14-114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section 79-14-114. A partnership that registers under an alternate name under this subsection need not comply with the Fictitious Business Name Registration Act. After registering to do business in this state with an alternate name, a partnership shall do business in this state under:    The alternate name;   The partnership's name, with the addition of its jurisdiction of formation; or   A name the partnership is authorized to use under the Fictitious Business Name Registration Act.    If a registered foreign limited partnership changes its name to one that does not comply with Section 79-14-114, it may not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with Section 79-14-114.
MS Code § 79-14-1007 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership

 A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date of the conversion.