reglab/housing_qa huggingface dataset:
MS Code § 79-14-305 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 3 - Limited Partners|§ 79-14-305. Limited duties of limited partners

 A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.   Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.   If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
MS Code § 79-14-306 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 3 - Limited Partners|§ 79-14-306. Person erroneously believing self to be limited partner

 Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:    Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing; or   Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of negation under this section.    A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.   If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
MS Code § 79-14-401 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-401. Becoming general partner

 Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.   After formation of a limited partnership, a person becomes a general partner:    As provided in the partnership agreement;   As the result of a transaction effective under Article 11;   With the affirmative vote or consent of all the partners; or   Under Section 79-14-801(a)(3)(B) following the dissociation of a limited partnership's last general partner.    A person may become a general partner without:   Acquiring a transferable interest; or   Making or being obligated to make a contribution to the partnership.
MS Code § 79-14-402 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-402. General partner agent of limited partnership

 Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.   An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other partners.
MS Code § 79-14-403 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-403. Limited partnership liable for general partner's actionable conduct

 A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.   If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
MS Code § 79-14-404 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-404. General partner's liability

 Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.   A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.   A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection applies:    Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under Section 79-14-406(b)(2); and   Regardless of the dissolution of the partnership.    The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.   An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
MS Code § 79-14-405 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-405. Actions by and against partnership and partners

 To the extent not inconsistent with Section 79-14-404, a general partner may be joined in an action against the limited partnership or named in a separate action.   A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.   A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section 79-14-404 and:    A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;   The partnership is a debtor in bankruptcy;   The general partner has agreed that the creditor need not exhaust partnership assets;   A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or   Liability is imposed on the general partner by law or contract independent of the existence of the partnership.
MS Code § 79-14-406 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-406. Management rights of general partner

 Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.   The affirmative vote or consent of all the partners is required to:    Amend the partnership agreement;   Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and   Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.    A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.   A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or Section 79-14-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.   A general partner is not entitled to remuneration for services performed for the partnership.
MS Code § 79-14-408 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-408. Reimbursement; indemnification; advancement; and insurance

 A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with Sections 79-14-406, 79-14-409, and 79-14-504 in making the payment.   A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section 79-14-406, 79-14-409, or 79-14-504.   In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b).   A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under Section 79-14-105(c)(8), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
MS Code § 79-14-409 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 4 - General Partners|§ 79-14-409. Standards of conduct for general partners

 A general partner owes to the limited partnership and, subject to Section 79-14-901, the other partners the duties of loyalty and care stated in subsections (b) and (c).   The fiduciary duty of loyalty of a general partner includes the duties:    To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner:   To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and   To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.    In the conduct or winding up of the partnership's activities and affairs;   From a use by the general partner of the partnership's property; or   From the appropriation of a partnership opportunity;   The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.   A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.   A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.   All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.   It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.   If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by subsection (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
MS Code § 79-14-501 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 5 - Contributions and Distributions|§ 79-14-501. Form of contribution

 A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
MS Code § 79-14-502 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 5 - Contributions and Distributions|§ 79-14-502. Liability for contribution

 A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.   If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.   The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
MS Code § 79-14-503 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 5 - Contributions and Distributions|§ 79-14-503. Sharing of and right to distributions before dissolution

 Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under Section 79-14-702 or charging order in effect under Section 79-14-703.   A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.   A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 79-14-810(f), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.   If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
MS Code § 79-14-504 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 5 - Contributions and Distributions|§ 79-14-504. Limitations on distributions

 A limited partnership may not make a distribution, including a distribution under Section 79-14-810, if after the distribution:    The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or   The partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the rights of persons receiving the distribution.   In all other cases, as of the date:    A limited partnership may base a determination that a distribution is not prohibited under subsection (a) on:   Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or   A fair valuation or other method that is reasonable under the circumstances.   Except as otherwise provided in subsection (e), the effect of a distribution under subsection (a) is measured:   In the case of a distribution as defined in Section 79-14-102(4)(A), as of the earlier of:   The date money or other property is transferred or debt is incurred by the limited partnership; or   The date the person entitled to the distribution ceases to own the interest or right being acquired by the partnership in return for the distribution;   In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and   The distribution is authorized, if the payment occurs not later than one hundred twenty (120) days after that date; or   The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.   A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.   A limited partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (a) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made.   In measuring the effect of a distribution under Section 79-14-810, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under Section 79-14-806, 79-14-807, or 79-14-808.
MS Code § 79-14-505 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 5 - Contributions and Distributions|§ 79-14-505. Liability for improper distributions

 If a general partner consents to a distribution made in violation of Section 79-14-504 and in consenting to the distribution fails to comply with Section 79-14-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section 79-14-504.   A person that receives a distribution knowing that the distribution violated Section 79-14-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 79-14-504.   A general partner against which an action is commenced because the general partner is liable under subsection (a) may:    Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and   Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).    An action under this section is barred unless commenced not later than two (2) years after the distribution.