reglab/housing_qa huggingface dataset:
MS Code § 79-29-933 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 9 - Professional Limited Liability Companies|§ 79-29-933. Application to existing professional limited liability companies

  This article does not apply to a limited liability company now existing or later formed under a law of this state that is not a professional limited liability company unless the limited liability company elects professional limited liability company status under Section 79-29-903.   This article does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.   Unless otherwise specifically provided by an amendment to the certificate of formation, for professional limited liability companies in existence on July 1, 1995, Sections 79-29-912, 79-29-913 and 79-29-914 shall be applied by substituting the term "book value" for the term "fair value" in such sections only.Book value shall be determined from the books and records of the professional limited liability company in accordance with the regular method of accounting used by the professional limited liability company and shall be determined as of the end of the month immediately preceding the death or disqualification of the member.
MS Code § 79-29-1001 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1001. Law governing

  Subject to the Constitution of this state, the laws of the state or country or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members, and a foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.   A foreign limited liability company shall be subject to Section 79-29-117 of this chapter.
MS Code § 79-29-1003 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1003. Registrations; application to register foreign limited liability companies

  Before transacting business in this state, a foreign limited liability company, including a foreign limited liability company formed to render professional services, shall register with the Secretary of State. In order to register, a foreign limited liability company shall deliver the application for registration of the foreign limited liability company to the Office of the Secretary of State for filing, signed by a person with authority to do so under the laws of the state, country or other jurisdiction of its formation who is either a member, manager or officer of the foreign limited liability company and setting forth:   The name of the foreign limited liability company which must meet the requirements of Section 79-29-1007 and, if different, the name under which it proposes to transact business in this state which must meet the requirements of Section 79-29-1007;   The state or other jurisdiction and date of its formation and a statement that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation;   The information required by Section 79-35-13;   [Reserved]   The date on which the foreign limited liability company first did, or intends to do, business in the State of Mississippi;   The address of the office required to be maintained in the state or other jurisdiction of its formation by the laws of that state or other jurisdiction or, if not so required, the address of the principal office of the foreign limited liability company;   If the foreign limited liability company is to have a specific date of dissolution, the latest date upon which the foreign limited liability company is to dissolve; and   Any other matters the manager or members determine to include therein.  The person signing the application shall state the person's name, the capacity in which the person signs and the street and mailing address of the person beneath or opposite the person's signature. A document required or permitted to be delivered to the Office of the Secretary of State for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing by the Secretary of State.      The foreign limited liability company shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other public official having custody of corporate records in the state or country under whose law it is formed.
MS Code § 79-29-1005 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1005. Issuance of registration

 If the Secretary of State finds that an application for registration meets the requirements of Sections 79-29-1003 and 79-29-1007 and all requisite fees as provided in Section 79-29-1203 have been paid, the Secretary of State shall:   Certify that the application has been filed in the Secretary of State's office by endorsing upon the signed application the word "Filed" and the date and time of the filing.This endorsement is conclusive evidence of the date and time of its filing in the absence of actual fraud;   File the application; and   Return a copy to the person who delivered it for filing or that person's representative.
MS Code § 79-29-1007 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1007. Name

 A foreign limited liability company shall register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited liability company" or the abbreviation "L.L.C." or "LLC" and that could be registered by a domestic limited liability company.
MS Code § 79-29-1009 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1009. Changes and amendments

 If any statement, arrangements or other facts described in the application for registration of a foreign limited liability company have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly amend the application by delivering to the Office of the Secretary of State for filing a certificate of amendment that includes the amendment to the certificate correcting such statement, signed and acknowledged by a person authorized to do so under the laws of the state or other jurisdiction of its formation who is either a member, manager or officer of the foreign limited liability company, together with a fee as set forth in Section 79-29-1203.
MS Code § 79-29-1011 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1011. Cancellation of registration

  A foreign limited liability company registered under this chapter shall cancel its registration upon completion of the winding-up of its affairs.   A foreign limited liability company may cancel its registration whenever it ceases transacting business in this state.   Registration is canceled by delivering to the Office of the Secretary of State for filing a certificate of cancellation signed by a person authorized to do so under the laws of the state or other jurisdiction of its formation and paying the fee set forth in Section 79-29-1203.   A cancellation revokes the authority of the registered agent for service of process designated pursuant to Section 79-29-1003 and operates as a consent that the Secretary of State may accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of business in this state.
MS Code § 79-29-1013 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1013. Transaction of business without registration

  A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.   The failure of a foreign limited liability company to register in this state does not:   Impair the validity of any contract or act of the foreign limited liability company;   Impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or   Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.     A member of a foreign limited liability company is not liable for the debts, obligations or liabilities of the foreign limited liability company solely by reason of the foreign limited liability company having transacted business in this state without registration.   By transacting business in this state without registration, a foreign limited liability company appoints the Secretary of State as its registered agent for service of process with respect to causes of action arising out of the transaction of business in this state.
MS Code § 79-29-1015 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1015. Transactions not constituting transacting business

  The following activities of a foreign limited liability company, among others, do not constitute transacting business in this state within the meaning of this article:   Maintaining, defending, or settling any proceeding;   Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;   Selling through independent contractors;   Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;   Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;   Securing or collecting debts or enforcing mortgages and security interests in property securing the debts and holding, protecting and maintaining property so acquired;   Owning, without more, real or personal property;   Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or   Transacting business in interstate commerce.     A foreign limited liability company shall not be considered to be transacting business in this state solely because it:   Is a shareholder in a corporation or a foreign corporation that transacts business in this state;   Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or   Is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.     This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.   A foreign limited liability company which is a general partner of any general or limited partnership, which partnership is transacting business in this state, is hereby declared to be transacting business in this state.
MS Code § 79-29-1017 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1017. Action by Attorney General

 The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.
MS Code § 79-29-1019 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1019. Execution; liability

 Section 79-29-207(4) shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.
MS Code § 79-29-1021 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1021. Administrative revocation of registration of foreign limited liability company

  The Secretary of State may commence a proceeding under Section 79-29-1023 to administratively revoke the registration of a foreign limited liability company authorized to transact business in this state if:   The foreign limited liability company does not pay within sixty (60) days after they are due any fees imposed by this chapter or other law;   The foreign limited liability company does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;   The foreign limited liability company is without a registered agent in this state for sixty (60) days or more;   The foreign limited liability company 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;   The Secretary of State receives a duly authenticated certificate from the Secretary of State or other public official having custody of corporate records in the state or country under whose law the foreign limited liability company is organized stating that it has been dissolved or ceased to exist as the result of a merger; or   A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign limited liability company to the Secretary of State pursuant to this chapter.     The Secretary of State may not administratively revoke a registration of a foreign limited liability company unless the Secretary of State sends the foreign limited liability company notice of the administrative revocation under Section 79-29-1023, at least sixty (60) days before its effective date, by a record addressed to its registered agent, or to the foreign limited liability company if the foreign limited liability company fails to appoint and maintain a proper agent in this state.The notice must specify the cause for the administrative revocation of the registration.The authority of the foreign limited liability company to transact business in this state ceases on the effective date of the administrative revocation unless the foreign limited liability company cures the failure before that date.
MS Code § 79-29-1025 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1025. Administrative revocation of registration, appeal and reinstatement

  A foreign limited liability company whose registration is administratively revoked under Section 79-29-1021 may apply to the Secretary of State for reinstatement at any time after the effective date of such administrative revocation. The application must:   Recite the name of the foreign limited liability company and the effective date of the administrative revocation;   State that the ground or grounds for administrative revocation either did not exist or have been eliminated; and   State that the foreign limited liability company's name satisfies the requirements of Section 79-29-1007.     If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall reinstate the registration of a foreign limited liability company, prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate of reinstatement, and serve the foreign limited liability company with a copy of the certificate of reinstatement under Section 79-35-13, except that such certificate may be served by first-class mail.   When the reinstatement is effective:   The reinstatement relates back to and takes effect as of the effective date of the administrative revocation;   Any liability incurred by the foreign limited liability company or a member after the administrative revocation and before the reinstatement shall be determined as if the administrative revocation had never occurred; and   The foreign limited liability company may resume carrying on its business as if the administrative revocation had never occurred.
MS Code § 79-29-1027 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1027. Administrative revocation of registration, denial of reinstatement; further review

  If the Secretary of State denies a foreign limited liability company's application for reinstatement of the registration following administrative revocation, the Secretary of State shall serve the foreign limited liability company with a record that explains the reason or reasons for denial.   The foreign limited liability company 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 foreign limited liability company is domiciled within thirty (30) days after service of the notice of denial is perfected.The foreign limited liability company appeals by petitioning the court to set aside the administrative revocation and attaching to the petition copies of the Secretary of State's certificate of administrative revocation, the foreign limited liability company'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 registration of the foreign limited liability company or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
MS Code § 79-29-1029 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 10 - Foreign Limited Liability Companies|§ 79-29-1029. Certificate of authorization

  The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the Office of the Secretary of State show that the foreign limited liability company has registered as a foreign limited liability company, the registration has not been administratively revoked, and a certificate of cancellation has not been filed which has become effective.A certificate of authorization must state:   The foreign limited liability company's name and any alternate name adopted under Section 79-29-1003(1)(a) for use in this state;   That the foreign limited liability company is authorized to transact business in this state;   Whether all fees due under this chapter to the Secretary of State have been paid;   Whether the foreign limited liability company's most recent annual report required by Section 79-29-215 has been filed with the Secretary of State;   Whether a certificate of administrative revocation of registration has been filed;   Whether a certificate of cancellation of registration as a foreign limited liability company has been filed for the limited liability company; and   Other facts of record in the Office of the Secretary of State which are specified by the person requesting the certificate.     Subject to any qualification stated in the certificate, a certificate of authorization issued by the Secretary of State is conclusive evidence that the foreign limited liability company is authorized to transact business in this state.
MS Code § 79-29-1101 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1101. Right to bring action

 A member or an owner of a financial interest may bring an action in chancery court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
MS Code § 79-29-1103 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1103. Proper plaintiff

 In a derivative action, the plaintiff must be a member or an owner of a financial interest at the time of bringing the action and:   At the time of the transaction of which the plaintiff complains; or   The plaintiff's status as a member or an owner of a financial interest had devolved upon the plaintiff by operation of law or pursuant to the terms of an operating agreement from a person who was a member or an owner of a financial interest at the time of the transaction.   A plaintiff may not commence or maintain a derivative proceeding unless the plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
MS Code § 79-29-1105 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1105. Complaint

 In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member pursuant to Section 79-29-1101 or the reasons for not making the effort.
MS Code § 79-29-1107 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1107. Stay of proceedings

 If the limited liability company commences an inquiry into the allegations made in the complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
MS Code § 79-29-1111 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 29 - Revised Mississippi Limited Liability Company Act|Article 11 - Derivative Actions|§ 79-29-1111. Discontinuance or settlement

 A derivative proceeding may not be discontinued or settled without the court's approval.If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the limited liability company's members or a class of members, the court shall direct that notice be given to the members affected.