reglab/housing_qa huggingface dataset:
MS Code § 79-29-601 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-601. Distributions generally and interim distributions

 For purposes of this article, except for Section 79-29-611(1) which shall apply to any member, any reference to a member of a limited liability company in this article shall mean a member who owns a financial interest and shall not mean a member who does not own a financial interest or hold a financial right in the limited liability company.   Except as provided in this article, to the extent specified in the certificate of formation or the operating agreement and at the times or upon the occurrence of the events specified in the certificate of formation or operating agreement, a member is entitled to receive from a limited liability company distributions before the member's withdrawal from the limited liability company and before the dissolution and winding-up thereof.
MS Code § 79-29-603 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-603. Distribution upon withdrawal of member

 Except as provided in this article, upon withdrawal any withdrawing member is entitled to receive any distribution to which the member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, the member is entitled to receive, within a reasonable time after withdrawal the fair value of the member's financial interest as of the date of withdrawal based upon the member's right to share in distributions from the limited liability company.   For purposes of this section the fair value of the member's financial interest shall be determined as of the date of withdrawal:   Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and   Without discounting for lack of marketability or minority status.   The distribution must be accompanied by current financial statements of the limited liability company.
MS Code § 79-29-605 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-605. Distribution in kind

 A member, regardless of the nature of the person's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash.A member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the person exceeds a percentage of that asset which is equal to the percentage in which the person shares in distributions from the limited liability company.Except as provided in the operating agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.
MS Code § 79-29-607 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-607. Right to distribution

 Subject to Sections 79-29-609 and 79-29-813, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.An operating agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.
MS Code § 79-29-609 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-609. Limitations on distribution

  No distribution may be made if, after giving effect to the distribution:   The limited liability company would not be able to pay its debts as they become due in the usual course of business; or   The limited liability company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution which are superior to the rights of the member receiving the distribution.  For purposes of this section, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.      The limited liability company may base a determination that a distribution is not prohibited under subsection (1) of this section either on:   Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or   A fair valuation or other method that is reasonable under the circumstances.     The effect of a distribution under subsection (1) of this section is measured as of:(a) the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or (b) the date payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.
MS Code § 79-29-611 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 6 - Distributions|§ 79-29-611. Liability for wrongful distribution

  A member or manager who votes for or assents to a distribution in violation of the certificate of formation or operating agreement or Section 79-29-609 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating Section 79-29-609 or the certificate of formation or operating agreement if it is established that the member or manager did not act in compliance with Section 79-29-609. Each member or manager held liable under this subsection (1) is entitled to contribution:   From each other member or manager who could be held liable under this subsection (1) for the unlawful distribution; and   From each member for the amount the member received knowing that the distribution was made in violation of Section 79-29-605, the certificate of formation or the operating agreement.       A member who receives a distribution in violation of Section 79-29-609, and who knew at the time of the distribution that the distribution violated Section 79-29-609, shall be liable to a limited liability company for the amount of the distribution.   A member who receives a distribution in violation of Section 79-29-609, and who did not know at the time of the distribution that the distribution violated Section 79-29-609, shall not be liable for the amount of the distribution.     Subject to subsection (4) of this section, this section shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.   Unless otherwise agreed, a member who either assents to or receives a distribution from a limited liability company shall have no liability under this chapter or other applicable law for the amount of the distribution after the expiration of two (2) years from the date of the distribution unless an action to recover the distribution from the member is commenced before the expiration of the two-year period and an adjudication of liability against the member is made in the action.
MS Code § 79-29-701 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-701. Nature of financial interest in a limited liability company

 A financial interest in a limited liability company is intangible personal property.A member has no interest in specific limited liability company property.
MS Code § 79-29-703 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-703. Assignment of financial interest in a limited liability company

  A financial interest is assignable, in whole or in part.The assignee of a member's financial interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in an operating agreement and upon:   The approval of all of the members of the limited liability company other than the member assigning the financial interest; or   Compliance with any procedure provided for in the operating agreement.       An assignment of a financial interest does not dissolve a limited liability company or entitle the assignee to become or to exercise any rights or powers of a member;   An assignment of a financial interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and   A member ceases to be a member, ceases to hold a governance interest, and ceases to have the power to exercise any rights or powers of a member upon assignment of all of the member's financial interest.The pledge of, or granting of, a security interest, lien or other encumbrance in or against, any or all of the financial interest of a member shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.     A member's interest in a limited liability company may be evidenced by a certificate issued by the limited liability company.An operating agreement may provide for the assignment or transfer of any interest represented by such a certificate and make other provisions with respect to the certificates.A limited liability company shall not have the power to issue a certificate of an interest in a limited liability company in bearer form.   Except to the extent assumed by written agreement until an assignee of a financial interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.   A limited liability company may acquire, by purchase, redemption or otherwise, any interest in the limited liability company.Any such interest so acquired by the limited liability company shall be deemed canceled.
MS Code § 79-29-705 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-705. Rights of creditor

  On application to a court of competent jurisdiction by a judgment creditor of a member, referred to in this section as the "judgment debtor," the court may charge the financial interest of the judgment debtor with payment of the unsatisfied amount of the judgment, with interest (referred to in this section as a "charging order").To the extent so charged, the judgment creditor has only the rights of an assignee of the financial interest, however, the judgment creditor shall have no rights to bring a proceeding under Article 11 of this chapter.This article does not deprive any judgment debtor of the benefit of any exemption laws applicable to the judgment debtor's financial interest.   A charging order constitutes a lien on the judgment debtor's financial interest.   The entry of a charging order is the exclusive remedy by which a judgment creditor of a judgment debtor or its assignee may satisfy a judgment out of the judgment debtor's financial interest.   No creditor of a judgment debtor or its assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.   The chancery court shall have jurisdiction to hear and determine any matter relating to any such charging order.
MS Code § 79-29-707 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-707. Right of assignee to become a member

  An assignee of a financial interest may become a member with governance interests if and to the extent that:(a) the certificate of formation or operating agreement so provides; (b) all other members consent; or (c) in the case of an assignee of a member's entire financial interest in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the interest to an assignee who agrees to become a member.   An assignee who has become a member has, to the extent assigned, the governance rights and powers, and is subject to the restrictions and liabilities, of a member under the certificate of formation or operating agreement and this chapter.An assignee who becomes a member also is liable for the obligations of the assignee's assignor to make and return contributions as provided in Articles 5 and 6 of this chapter.However, the assignee is not obligated for liabilities or obligations unknown to the assignee at the time the assignee became a member and which could not be ascertained from the certificate of formation or the operating agreement.   Whether or not an assignee of a financial interest becomes a member, the assignor is not released from the assignor's liability to the limited liability company under Articles 5 and 6 of this chapter.
MS Code § 79-29-709 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-709. Powers of personal representative of deceased, incompetent or dissolved member

  If a court of competent jurisdiction adjudges a member to be incompetent, the member's personal representative may exercise all rights until such time that the member's competency is regained, including the member's governance rights, on behalf of the member and any power under an operating agreement of an assignee to become a member.   If a member who is an individual dies, a personal representative of the member's estate may exercise all rights for the purpose of settling the estate, including the governance rights that were held by such member at the time of the member's death and any power under an operating agreement of an assignee to become a member.   If a member is a corporation, trust or other entity and such entity is dissolved, terminated or liquidated, the personal representative of the entity may exercise all rights and powers of that member until a successor is established, including the member's governance rights.
MS Code § 79-29-711 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 7 - Assignment of Financial Interests|§ 79-29-711. Enforceability of limitations on assignments of financial interests

 Sections 75-9-406 and 75-9-408 do not apply to a member's financial interest in a domestic limited liability company, including the rights, powers and interests arising under the limited liability company's certificate of formation or operating agreement or under this chapter.To the extent of any conflict or inconsistency between this section and Sections 75-9-406 and 75-9-408, this section prevails.It is the express intent of this section to permit the enforcement, as an agreement among the members of a limited liability company, of any provision of an operating agreement that would otherwise be ineffective under Sections 75-9-406 and 75-9-408.
MS Code § 79-29-801 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-801. Nonjudicial dissolution

  A limited liability company is dissolved and its affairs must be wound up upon the first of the following to occur:   At the time specified in the certificate of formation;   Upon the occurrence of the event specified in the certificate of formation or the written operating agreement;   Upon the consent of all members, or such lesser number as may be provided in the certificate of formation or operating agreement;   At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:   Within one hundred eighty (180) days or such other period as is provided for in the certificate of formation or operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the personal representative of the member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; however, an operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or   A member is admitted to the limited liability company in the manner provided in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within one hundred eighty (180) days or such other period as is provided in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.     Upon the entry of a decree of judicial dissolution under Section 79-29-803.     The following events with respect to any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution:   Death;   Withdrawal;   Expulsion;   Bankruptcy;   Dissolution; or   The occurrence of any other event that terminates the continued membership of any member.
MS Code § 79-29-805 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-805. Decree; winding-up, liquidation, notification

  If after a hearing the court determines that one or more grounds for judicial dissolution exist, it may enter a decree dissolving the limited liability company and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State who shall file it.   After entering the decree of dissolution, the court shall direct the winding-up and liquidation of the limited liability company's business and affairs in accordance with Section 79-29-809 and the notification of claimants in accordance with Sections 79-29-817 and 79-29-819.   Nothing contained in this section shall diminish the inherent equity powers of the court to fashion alternative remedies to judicial dissolution.
MS Code § 79-29-807 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-807. Safekeeping by State Treasurer

 Assets of a dissolved limited liability company that should be transferred to a creditor, claimant or member of the limited liability company who cannot be found shall be reduced to cash and deposited with the State Treasurer for safekeeping.When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay such person or the person's personal representative that amount.
MS Code § 79-29-809 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 8 - Dissolution|§ 79-29-809. Winding-up

  A manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members or, if there is more than one (1) class or group of members, then by each class or group of members, in either case, by members who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate, may wind-up the limited liability company's affairs; but the chancery court upon cause shown, may wind-up the limited liability company's affairs upon application of any member or manager, the member's or manager's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.   Upon dissolution of a limited liability company, the persons winding-up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.