reglab/housing_qa huggingface dataset:
MS Code § 79-13-805 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 8 - Winding Up Partnership Business|§ 79-13-805. Statement of dissolution

 After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.   A statement of dissolution cancels a filed statement of partnership authority for the purposes of Section 79-13-303(d) and is a limitation on authority for the purposes of Section 79-13-303(e).   For the purposes of Sections 79-13-301 and 79-13-804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution thirty (30) days after it is filed.   After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in Section 79-13-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
MS Code § 79-13-806 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 8 - Winding Up Partnership Business|§ 79-13-806. Partner's liability to other partners after dissolution

 Except as otherwise provided in subsection (b) and Section 79-13-306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 79-13-804.   A partner who, with knowledge of the dissolution, incurs a partnership liability under Section 79-13-804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
MS Code § 79-13-807 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 8 - Winding Up Partnership Business|§ 79-13-807. Settlement of accounts and contributions among partners

 In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).   Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under Section 79-13-306.   If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under Section 79-13-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under Section 79-13-306.   After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under Section 79-13-306.   The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.   An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
MS Code § 79-13-901 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 9 - Conversions and Mergers|§ 79-13-901. Definitions

 In this article:    "Domestic partnership" means a partnership the internal affairs of which are governed by this chapter.   "Entity" means any association or legal entity organized to conduct business, including, without limitation, for profit and nonprofit corporations, limited partnerships, partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, and business trusts.   "General partner" means a partner in a partnership and a general partner in a limited partnership.   "Limited partner" means a limited partner in a limited partnership.   "Limited partnership" means a limited partnership created under the Mississippi Limited Partnership Act (Section 79-14-101 et seq.), predecessor law, or comparable law of another jurisdiction.   "Partner" includes both a general partner and a limited partner.
MS Code § 79-13-905 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 9 - Conversions and Mergers|§ 79-13-905. Merger

 Unless otherwise provided in the partnership agreement, pursuant to a plan of merger approved as provided in subsection (d), one or more domestic partnerships may be merged with a domestic or foreign entity.   A domestic or foreign entity may be a party to the merger, or may be created by the terms of the plan 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.   If the surviving entity is a partnership or a limited partnership, the status of each partner;   The terms and conditions of the merger;   The manner and basis of converting the interests of each party to the merger into shares or other securities, interests, obligations, or rights to acquire shares or other securities of the surviving entity, or into money or 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;   The street address of the surviving entity's chief executive office; 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 plan of merger must set forth:   The name of each entity that is a party to the merger;   The name of the entity that will be the survivor of the merger;   The plan of merger must be approved:   In the case of a domestic partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and   In the case of a domestic limited liability partnership that is a party to a merger where the surviving entity is a partnership other than a limited liability partnership, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.   After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.   The merger takes effect on the later of:   The approval of the plan of merger by all parties to the merger, as provided in subsection (d);   The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or   Any effective date specified in the plan of merger.
MS Code § 79-13-906 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 9 - Conversions and Mergers|§ 79-13-906. Effect of merger

 When a merger takes effect:    The separate existence of every domestic partnership that is a party to the merger, other than the surviving entity, ceases;   All property owned by each of the merged domestic partnerships vests in the surviving entity;   All obligations of every domestic partnership that is a party to the merger become the obligations of the surviving entity; and   An action or proceeding pending against a domestic partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.    The Secretary of State of this state is the agent for service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic partnership that is a party to a merger. The surviving foreign entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign entity.   A partner of a domestic partnership which is a party to a merger remains liable for all obligations incurred by such domestic partnership before the merger and for which the partner was personally liable before the merger.   Without affecting any liability a partner may have in accordance with the provisions of subsection (c) of this section, a partner of a domestic partnership which is the survivor of a merger:   Shall not become personally liable as a result of the merger for obligations of the surviving partnership incurred before the merger by a party to the merger of which that partner was not a general partner; and   Except as otherwise provided in Section 79-13-306, shall become personally liable for all obligations of the surviving partnership incurred after the merger takes effect.   In the case of a partner of a domestic partnership which is a party to a merger who does not become a partner, shareholder, member or other equity owner of the surviving entity:   The surviving entity shall cause the partner's interest in the partnership to be purchased under Section 79-13-701; and   If the surviving entity is a domestic partnership, the surviving partnership is bound under Section 79-13-702 by an act of the terminated partner, and the terminated partner is liable under Section 79-13-703 for transactions entered into by the surviving partnership after the merger takes effect.
MS Code § 79-13-907 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 9 - Conversions and Mergers|§ 79-13-907. Statement of merger

 After a merger, the surviving domestic or foreign entity may file a statement that one or more domestic partnerships have merged into the surviving entity.   A statement of merger must contain:    The name of each entity that is a party to the merger;   The name and domicile of the entity that will be the survivor of the merger;   The street address of the surviving entity's chief executive office and of an office in this state, if any; and   The type of entity of the surviving entity is (e.g., partnership, limited partnership, for profit corporation, etc.).    Except as otherwise provided in subsection (d), for the purposes of Section 79-13-302, property of the surviving entity which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.   For the purposes of Section 79-13-302, real property of the surviving entity which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.   A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to Section 79-13-105(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships named to the extent provided in subsections (c) and (d).
MS Code § 79-13-908 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 9 - Conversions and Mergers|§ 79-13-908. Nonexclusive

 This article is not exclusive.Partnerships may be converted or merged in any other manner provided or permitted by law.
MS Code § 79-13-1001 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1001. Statement of qualification

 A partnership may become a limited liability partnership pursuant to this section.   The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.   After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:    The name of the partnership;   The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;   If the partnership does not have an office in this state, the information required by Section 79-35-5(a);   A statement that the partnership elects to be a limited liability partnership; and   A deferred effective date, if any.    [Reserved]   The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 79-13-105(d).   The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).   The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.   An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
MS Code § 79-13-1002 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1002. Name

 The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."
MS Code § 79-13-1003 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1003. Administrative dissolution of statement of qualification; grounds

 The Secretary of State may commence a proceeding under Section 79-13-1004 to administratively dissolve a statement of qualification if:    The limited liability partnership does not pay within sixty (60) days after they are due any fees, taxes, or penalties imposed by this chapter or other law;   [Reserved]   The limited liability partnership is without a registered agent in this state for sixty (60) days or more;   The limited liability partnership does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or that its registered agent has resigned; or   A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited liability partnership pursuant to this chapter.
MS Code § 79-13-1004 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1004. Administrative dissolution of statement of qualification; procedure

 If the Secretary of State determines that one or more grounds exist under Section 79-13-1003 for the administrative dissolution of a statement of qualification, the Secretary of State shall serve the limited liability partnership with written notice of his determination, except that such determination may be served by first-class mail.   If the limited liability partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice, the Secretary of State shall administratively dissolve the statement of qualification by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the limited liability partnership with a copy of the certificate, except that such certificate may be served by first-class mail.   The administrative dissolution of a statement of qualification affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.   A limited liability partnership administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section 79-13-803.   The administrative dissolution of the statement of qualification of a limited partnership does not terminate the authority of its agent for service of process.
MS Code § 79-13-1005 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1005. Administrative dissolution of statement of qualification; reinstatement

 A limited liability partnership whose statement of qualification has been administratively dissolved under Section 79-13-1004 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:    Recite the name of the limited liability partnership and the effective date of its administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated;   State that the limited liability partnership's name satisfies the requirements of Section 79-13-1002; and   Contain a certificate from the Mississippi Department of Revenue reciting that all taxes owed by the limited liability partnership have been paid.    If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and serve the limited liability partnership with a copy of the certificate.   When the reinstatement is effective:   The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;   Any liability incurred by a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and   The limited liability partnership may resume its business as if the administrative dissolution had never occurred.
MS Code § 79-13-1006 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 10 - Limited Liability Partnership|§ 79-13-1006. Appeal from denial of reinstatement

 If the Secretary of State denies a limited liability partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability partnership with a record that explains the reason or reasons for denial.   The limited liability partnership may appeal the denial of reinstatement to the Chancery Court of the First Judicial District of Hinds County or the chancery court of the county where the limited partnership is domiciled within thirty (30) days after service of the notice of denial is perfected. The limited liability partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited liability partnership's application for reinstatement, and the Secretary of State's notice of denial.   The court may summarily order the Secretary of State to reinstate the dissolved limited liability 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 § 79-13-1101 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 11 - Foreign Limited Liability Partnership|§ 79-13-1101. Law governing foreign limited liability partnership

 The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.   A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.   A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
MS Code § 79-13-1102 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 13 - Uniform Partnership Act (1997)|Article 11 - Foreign Limited Liability Partnership|§ 79-13-1102. Statement of foreign qualification

 Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:    The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP";   The street address of the partnership's chief executive office;   The information required by Section 79-35-5(a); and   A deferred effective date, if any.    [Reserved]   The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 79-13-105(d).   An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.