reglab/housing_qa huggingface dataset:
MS Code § 79-14-112 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 1 - General Provisions|§ 79-14-112. Application to existing relationships

 Before January 1, 2017, this chapter governs only:    A limited partnership formed on or after July 1, 2015; and   Except as otherwise provided in subsections (c) and (d), a limited partnership formed before July 1, 2015, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.   Sections 79-14-601 and 79-14-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2015.   Section 79-14-603(4) does not apply.   Section 79-14-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2015.   Section 79-14-801(a)(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2015.    Except as otherwise provided in subsections (c) and (d), on and after January 1, 2017, this chapter governs all limited partnerships.   With respect to a limited partnership formed before July 1, 2015, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:   Section 79-14-110(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2015.   The limited partnership is not required to amend its certificate of limited partnership to comply with Section 79-14-201(b)(5).   With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:   Before January 1, 2017, to:   A third party that had not done business with the limited partnership in the year before the election took effect; and   A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and   On and after January 1, 2017, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B).
MS Code § 79-14-113 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 1 - General Provisions|§ 79-14-113. Supplemental principles of law

 Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
MS Code § 79-14-115 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 1 - General Provisions|§ 79-14-115. Reservation of name

 A person may reserve the exclusive use of a legal name that complies with Section 79-14-114 by delivering an application to the Secretary of State for filing. The application must state the name and addresses of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period.   The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
MS Code § 79-14-121 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 1 - General Provisions|§ 79-14-121. Service of process, notice, or demand

 Notice or demand required or permitted by law on a limited partnership or foreign limited partnership authorized to transact business in this state is governed by Section 79-35-13. Service of process is governed by the Mississippi Rules of Civil Procedure.
MS Code § 79-14-122 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 1 - General Provisions|§ 79-14-122. Delivery of record

 Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.   Delivery to the Secretary of State is effective only when a record is received by the Secretary of State.
MS Code § 79-14-201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-201. Formation of limited partnership; certificate of limited partnership

 To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.   A certificate of limited partnership must state:    The name of the limited partnership, which must comply with Section 79-14-114;   The information required by Section 79-35-5;   The street and mailing addresses of the limited partnership's principal office;   The street and mailing addresses of each general partner; and   Whether the limited partnership is a limited liability limited partnership.    A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.   A limited partnership is formed when:   The certificate of limited partnership becomes effective:   At least two (2) persons have become partners;   At least one (1) person has become a general partner; and   At least one (1) person has become a limited partner.   Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:   The partnership agreement shall prevail as to partners and transferees; and   The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
MS Code § 79-14-202 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-202. Amendment or restatement of certificate of limited partnership

 A certificate of limited partnership may be amended or restated at any time.   To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:    The name of the limited partnership;   The date of filing of its initial certificate; and   The amendment.    To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.   A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:   The admission of a new general partner;   The dissociation of a person as a general partner; or   The appointment of a person to wind up the limited partnership's activities and affairs under Section 79-14-802(c) or (d).   If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:   Cause the certificate to be amended; or   If appropriate, deliver to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.   A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication Act.
MS Code § 79-14-204 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-204. Signing and filing pursuant to judicial order

 If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the Chancery Court of the First Judicial District of Hinds County, Mississippi to order:    The person to sign the record;   The person to deliver the record to the Secretary of State for filing; or   The Secretary of State to file the record unsigned.    If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.   A record filed under subsection (a)(3) is effective without being signed.
MS Code § 79-14-205 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-205. Liability for inaccurate information in filed record

 If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:    A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and   A general partner if:    The record was delivered for filing on behalf of the partnership; and   The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:   Effected an amendment under Section 79-14-202;   Filed a petition under Section 79-14-204; or   Delivered to the Secretary of State for filing a statement of change under Section 79-35-8 or a statement of correction under Section 79-14-209.   An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
MS Code § 79-14-206 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-206. Filing requirements

 To be filed by the Secretary of State pursuant to this chapter, a record must be received by the Secretary of State, must comply with this chapter, and satisfy the following:    The filing of the record must be required or permitted by this chapter.   The record must be physically delivered in written form unless and to the extent the Secretary of State permits electronic delivery of records.   The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.   The record must be signed by a person authorized or required under this chapter to sign the record.   The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.    If law other than this chapter prohibits the disclosure by the Secretary of State of information contained in a record delivered to the Secretary of State for filing, the Secretary of State shall file the record if the record otherwise complies with this chapter but may redact the information.   When a record is delivered to the Secretary of State for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the Secretary of State or by that law.   The Secretary of State may require that a record delivered in written form be accompanied by an identical or conformed copy.   The Secretary of State may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f), their use is not required.   The Secretary of State may require that a cover sheet for a filing be on a form prescribed by the Secretary of State.
MS Code § 79-14-207 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-207. Effective date and time

 Except as otherwise provided in Section 79-14-208 and subject to Section 79-14-209(d), a record filed under this chapter is effective:    On the date and at the time of its filing by the Secretary of State, as provided in Section 79-14-210(b);   On the date of filing and at the time specified in the record as its effective time, if later than the time under paragraph (1);   At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or   If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
MS Code § 79-14-208 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-208. Withdrawal of filed record before effectiveness

 Except as otherwise provided in Article 11, or the Mississippi Entity Conversion and Domestication Act, a record delivered to the Secretary of State for filing may be withdrawn before it takes effect by delivering to the Secretary of State for filing a statement of withdrawal.   A statement of withdrawal must:    Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;   Identify the record to be withdrawn; and   If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.    On filing by the Secretary of State of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
MS Code § 79-14-209 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-209. Correcting filed record

 A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if:    The record at the time of filing was inaccurate;   The record was defectively signed; or   The electronic transmission of the record to the Secretary of State was defective.   Must specify the inaccuracy or defect to be corrected; and   Must correct the inaccuracy or defect.    To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction.   A statement of correction:   May not state a delayed effective date;   Must be signed by the person correcting the filed record;   Must identify the filed record to be corrected;   A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of Section 79-14-103(d) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
MS Code § 79-14-210 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-210. Duty of Secretary of State to file; review of refusal to file; delivery of record by Secretary of State

 The Secretary of State shall file a record delivered to the Secretary of State for filing which satisfies this chapter. The duty of the Secretary of State under this section is ministerial.   When the Secretary of State files a record, the Secretary of State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of State shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.   If the Secretary of State refuses to file a record, the Secretary of State shall, not later than fifteen (15) business days after the record is delivered:    Return the record or notify the person that submitted the record of the refusal; and   Provide a brief explanation in a record of the reason for the refusal.   To the principal office of the person; or   To another address the person provides to the Secretary of State for delivery.    If the Secretary of State refuses to file a record, the person that submitted the record may petition the Chancery Court of the First Judicial District of Hinds County, Mississippi, to compel filing of the record. The record and the explanation of the Secretary of State of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.   The filing of or refusal to file a record does not:   Affect the validity or invalidity of record in whole or in part; or   Create a presumption that the information contained in the record is correct or incorrect.   Except as otherwise provided by Section 79-35-13 or by law other than this chapter, the Secretary of State may deliver any record to a person by delivering it:   In person to the person that submitted it;   To the address of the person's registered agent;
MS Code § 79-14-211 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 2 - Formation; Certificate of Limited Partnership and Other Filings|§ 79-14-211. Certificate of good standing or registration

 On request of any person, the Secretary of State shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership.   A certificate under subsection (a) must state:    The limited partnership's name or the registered foreign limited partnership's name used in this state;   In the case of a limited partnership:   In the case of a registered foreign limited partnership, that it is registered to do business in this state;   That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign partnership and collected through the Secretary of State have been paid, if:   Other facts reflected in the records of the Secretary of State pertaining to the limited partnership or foreign limited partnership which the person requesting the certificate reasonably requests.    That a certificate of limited partnership has been filed and has taken effect;   The date the certificate became effective;   The period of the partnership's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and   That:   No statement of dissolution or statement of administrative dissolution has been filed;   The records of the Secretary of State do not otherwise reflect that the partnership has been dissolved or terminated; and   A proceeding is not pending under Section 79-14-811;   Payment is reflected in the records of the Secretary of State; and   Nonpayment affects the good standing or registration of the partnership or foreign partnership; and   Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
MS Code § 79-14-301 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 3 - Limited Partners|§ 79-14-301. Becoming limited partner

 Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.   After formation, a person becomes a limited 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   As provided in Section 79-14-801(a)(4) or (a)(5).    A person may become a limited partner without:   Acquiring a transferable interest; or   Making or being obligated to make a contribution to the limited partnership.
MS Code § 79-14-302 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 3 - Limited Partners|§ 79-14-302. No agency power of limited partner as limited partner

 A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.   A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
MS Code § 79-14-303 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 3 - Limited Partners|§ 79-14-303. No liability as limited partner for limited partnership obligations

 A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.   The failure of a 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 limited partner for a debt, obligation, or other liability of the partnership.