reglab/housing_qa huggingface dataset:
MS Code § 79-14-1008 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership

 A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the Secretary of State for filing. In the case of a partnership that has completed winding up, the statement must state:    Its name and jurisdiction of formation;   That the partnership surrenders its registration to do business in this state.    After a withdrawal under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to Section 79-35-13.
MS Code § 79-14-1009 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1009. Transfer of registration

 When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deliver to the Secretary of State for filing an application for transfer of registration. The application must state:    The name of the registered foreign limited partnership before the merger;   That before the merger the registration pertained to a foreign limited partnership;   The name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted and, if the name does not comply with Section 79-14-114, an alternate name adopted pursuant to Section 79-14-1006(a);   The type of entity of the applicant foreign entity and its jurisdiction of formation;   The street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and   The name and street and mailing addresses of the applicant foreign entity's registered agent in this state.    When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the partnership has merged or to which it has been converted.
MS Code § 79-14-1010 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1010. Termination of registration

 The Secretary of State may terminate the registration of a registered foreign limited partnership in the manner provided in subsections (b) and (c) if the partnership does not:    Pay, not later than sixty (60) days after the due date, any fee, tax, interest, or penalty required to be paid to the Secretary of State under this chapter or law other than this chapter;   Have a registered agent as required by the Mississippi Registered Agents Act; or   Deliver to the Secretary of State for filing a statement of a change under Section 79-35-8 not later than thirty (30) days after a change has occurred in the name or address of the registered agent.    The Secretary of State may terminate the registration of a registered foreign limited partnership by:   Filing a notice of termination or noting the termination in the records of the Secretary of State; and   Delivering a copy of the notice or the information in the notation to the partnership's registered agent or, if the partnership does not have a registered agent, to the partnership's principal office.   The notice must state or the information in the notation must include:   The effective date of the termination, which must be at least sixty (60) days after the date the Secretary of State delivers the copy; and   The grounds for termination under subsection (a).   The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the notice of termination or notation under subsection (b), unless before that date the partnership cures each ground for termination stated in the notice or notation. If the partnership cures each ground, the Secretary of State shall file a record so stating.
MS Code § 79-14-1011 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1011. Withdrawal of registration of registered foreign limited partnership

 A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state:    The name of the partnership and its jurisdiction of formation;   That the partnership is not doing business in this state and that it withdraws its registration to do business in this state;   That the partnership revokes the authority of its registered agent to accept service on its behalf in this state; and   An address to which service of process may be made under subsection (b).    After the withdrawal of the registration of a foreign limited partnership, service of process in any action or proceeding based on a cause of action arising during the time the partnership was registered to do business in this state may be made pursuant to Section 79-35-13.
MS Code § 79-14-1012 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 10 - Foreign Limited Partnerships|§ 79-14-1012. Action by Attorney General

 The Attorney General may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this article.
MS Code § 79-14-1101 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1101. Definitions

 In this article:    "Constituent limited partnership" means a constituent organization that is a limited partnership.   "Constituent organization" means an organization that is party to a merger.   "General partner" means a general partner of a limited partnership.   "Governing statute" of an organization means the statute that governs the organization's internal affairs.   "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.   "Organizational documents" means:   "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:   "Surviving organization" means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.    For a domestic or foreign general partnership, its partnership agreement;   For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;   For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;   For a business trust, its agreement of trust and declaration of trust;   For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and   For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.   By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or   By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
MS Code § 79-14-1106 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1106. Merger

 A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 79-14-1107 through 79-14-1109 and a plan of merger, if:    The governing statute of each of the other organizations authorizes the merger;   The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and   Each of the other organizations complies with its governing statute in effecting the merger.   If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and   If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.    A plan of merger must be in a record and must include:   The name and form of each constituent organization;   The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;   The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
MS Code § 79-14-1107 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1107. Action on plan of merger by constituent limited partnership

 Subject to Section 79-14-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership.   Subject to Section 79-14-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 79-14-1108, a constituent limited partnership may amend the plan or abandon the planned merger:    As provided in the plan; and   Except as prohibited by the plan, with the same consent as was required to approve the plan.
MS Code § 79-14-1108 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1108. Filings required for merger; effective date

 After each constituent organization has approved a merger, articles of merger must be signed on behalf of:    Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and   Each other preexisting constituent organization, by an authorized representative.   The date the merger is effective under the governing statute of the surviving organization;   If the surviving organization is to be created by the merger:   If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;   A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;   If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office which the Secretary of State may use for the purposes of Section 79-14-1109(b); and   Any additional information required by the governing statute of any constituent organization.    The articles of merger must include:   The name and form of each constituent organization and the jurisdiction of its governing statute;   The name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;   If it will be a limited partnership, the limited partnership's certificate of limited partnership; or   If it will be an organization other than a limited partnership, the organizational document that creates the organization;   Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State.   A merger becomes effective under this article:   If the surviving organization is a limited partnership, upon the later of:   Compliance with subsection (c); or   Subject to Section 79-14-206(c), as specified in the articles of merger; or   If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
MS Code § 79-14-1109 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1109. Effect of merger

 When a merger becomes effective:    The surviving organization continues or comes into existence;   Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;   All property owned by each constituent organization that ceases to exist vests in the surviving organization;   All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;   An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;   Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;   Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;   Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of Article 8;   If the surviving organization is created by the merger:   If the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.    If it is a limited partnership, the certificate of limited partnership becomes effective; or   If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and   A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the Secretary of State as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the Secretary of State under this subsection is made in the same manner and with the same consequences as in the Mississippi Registered Agents Act.
MS Code § 79-14-1110 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1110. Restrictions on approval of mergers and on relinquishing LLLP status

 If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:    The limited partnership's partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and   The partner has consented to the provision of the partnership agreement.    An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:   The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and   Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.   A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
MS Code § 79-14-1111 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1111. Liability of general partner after merger

 A merger under this article does not discharge any liability under Sections 79-14-404 and 79-14-607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:    The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;   For the purposes of applying those provisions, the converted or surviving organization is deemed to be the constituent limited partnership; and   If a person is required to pay any amount under this subsection:    The person has a right of contribution from each other person that was liable as a general partner under Section 79-14-404 when the obligation was incurred and has not been released from the obligation under Section 79-14-607; and   The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.   In addition to any other liability provided by law:   A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the merger becomes effective, if, at the time the third party enters into the transaction, the third party:   Does not have notice of the merger; and   Reasonably believes that:   The surviving business is the constituent limited partnership;   The constituent limited partnership is not a limited liability limited partnership; and   The person is a general partner in the constituent limited partnership; and   A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if:   Immediately before the merger became effective, the converted surviving limited partnership was not a limited liability limited partnership; and   At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:   Does not have notice of the dissociation;   Does not have notice of the merger; and   Reasonably believes that the surviving organization is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
MS Code § 79-14-1112 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1112. Power of general partners and persons dissociated as general partners to bind organization after merger

 An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:    Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402; and   At the time the third party enters into the transaction, the third party:    Does not have notice of the merger; and   Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.   An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the converted or surviving organization after the merger becomes effective, if:   Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402 if the person had been a general partner; and   At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:   Does not have notice of the dissociation;   Does not have notice of the merger; and   Reasonably believes that the surviving organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.   If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:   To the converted or surviving organization for any damage caused to the organization arising from the obligation; and   If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
MS Code § 79-14-1113 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 11 - Merger|§ 79-14-1113. Article not exclusive

 This article does not preclude an entity from being converted or merged under other law.
MS Code § 79-14-1201 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 12 - Miscellaneous Provisions|§ 79-14-1201. Uniformity of application and construction

 In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
MS Code § 79-14-1202 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 14 - Mississippi Uniform Limited Partnership Act|Article 12 - Miscellaneous Provisions|§ 79-14-1202. Relation to electronic signatures in Global and National Commerce Act

 This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USC Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 USC Section 7003(b).