reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-611 - Liability for wrongful distribution

(1)
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:
(a)
From each other member or manager who could be held liable under this subsection (1) for the unlawful distribution; and
(b)
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.
(2)
(a)
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.
(b)
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.
(3)
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.
(4)
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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-702 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 44, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-703 - Assignment of financial interest in a limited liability company

(1)
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:
(a)
The approval of all of the members of the limited liability company other than the member assigning the financial interest; or
(b)
Compliance with any procedure provided for in the operating agreement.
(2)
(a)
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;
(b)
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
(c)
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.
(3)
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.
(4)
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.
(5)
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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-704 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 46, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-705 - Rights of creditor

(1)
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.
(2)
A charging order constitutes a lien on the judgment debtor's financial interest.
(3)
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.
(4)
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.
(5)
The chancery court shall have jurisdiction to hear and determine any matter relating to any such charging order.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-707 - Right of assignee to become a member

(1)
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.
(2)
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.
(3)
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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 79-29-709 - Powers of personal representative of deceased, incompetent or dissolved member

(1)
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.
(2)
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.
(3)
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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 7 - ASSIGNMENT OF FINANCIAL INTERESTS (§§ 79-29-701 — 79-29-711) › Section 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
.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-801 - Nonjudicial dissolution

(1)
A limited liability company is dissolved and its affairs must be wound up upon the first of the following to occur:
(a)
At the time specified in the certificate of formation;
(b)
Upon the occurrence of the event specified in the certificate of formation or the written operating agreement;
(c)
Upon the consent of all members, or such lesser number as may be provided in the certificate of formation or operating agreement;
(d)
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:
(i)
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
(ii)
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.
(e)
Upon the entry of a decree of judicial dissolution under Section
79-29-803
.
(2)
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:
(a)
Death;
(b)
Withdrawal;
(c)
Expulsion;
(d)
Bankruptcy;
(e)
Dissolution; or
(f)
The occurrence of any other event that terminates the continued membership of any member.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-802 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 49, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-804 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 51, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-805 - Decree; winding-up, liquidation, notification

(1)
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.
(2)
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
.
(3)
Nothing contained in this section shall diminish the inherent equity powers of the court to fashion alternative remedies to judicial dissolution.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-806 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 53, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-809 - Winding-up

(1)
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.
(2)
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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-811 - Agency power of managers, officers or members after dissolution

(1)
Except as provided in subsections (3), (4) and (5) of this section, after an event causing dissolution of the limited liability company, any member can bind the limited liability company:
(a)
By any act appropriate for winding-up the limited liability company's affairs or completing transactions unfinished at dissolution; and
(b)
By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
(2)
The filing of the certificate of dissolution shall be presumed to constitute notice of dissolution for purposes of subsection (1)(b) of this section.
(3)
An act of a manager, officer or member which is not binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized by the limited liability company.
(4)
An act of a manager, officer or member which would be binding under subsection (1) or would be otherwise authorized but which is in contravention of a restriction on authority shall not bind the limited liability company to persons having knowledge of the restriction.
(5)
If the certificate of formation or the operating agreement vests management of the limited liability company in a manager or managers, the manager or managers shall have the authority of a member provided for in subsection (1) of this section, and no member shall have such authority if the member is acting solely in the capacity of a member.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-815 - Trustees or receivers for limited liability companies; appointment; powers; duties

When the certificate of formation of any limited liability company formed under this chapter shall be dissolved by the filing of a certificate of dissolution, the chancery court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint one or more of the managers of the limited liability company to be trustees, or appoint one or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the chancery court shall think necessary for the purposes aforesaid.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-817 - Known claims against dissolved limited liability company

(1)
A dissolved limited liability company may dispose of the known claims against it by filing a certificate of dissolution pursuant to Section
79-29-205
and following the procedure described in this section.
(2)
The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must:
(a)
Describe information that must be included in a claim;
(b)
Provide a mailing address where a claim may be sent;
(c)
State the deadline, which may not be fewer than one hundred twenty (120) days from the latter of the mailing date of the written notice or the filing of a certificate of dissolution pursuant to Section
79-29-205
, by which the dissolved limited liability company must receive the claim; and
(d)
State that the claim will be barred if not received by the deadline.
(3)
A claim against the dissolved limited liability company is barred:
(a)
If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved limited liability company by the deadline; or
(b)
If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety (90) days from the date the claimant receives notice of the rejection of the claim.
(4)
For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-819 - Unknown claims against dissolved limited liability company

(1)
A dissolved limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice.
(2)
The notice must:
(a)
Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is or was last located, or in Hinds County if the limited liability company does or did not have a principal office in this state;
(b)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c)
State that a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the latter of the publication of the notice or the filing of a certificate of dissolution with respect to the limited liability company.
(3)
If the dissolved limited liability company publishes a newspaper notice in accordance with subsection (2) and files a certificate of dissolution pursuant to Section
79-29-205
, the claim of each of the following claimants which is not otherwise barred is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three (3) years after the latter of the publication date of the newspaper notice or the filing of the certificate of dissolution:
(a)
A claimant who did not receive written notice under Section
79-29-817
;
(b)
A claimant whose claim was timely sent to the dissolved limited liability company but not acted on within the three-year period; and
(c)
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4)
A claim may be enforced under this section:
(a)
Against the dissolved limited liability company, to the extent of its undistributed assets; or
(b)
If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member, subject to Section
79-29-611(1)
.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 113, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-821 - Grounds for administrative dissolution

The Secretary of State may commence a proceeding under Section
79-29-823
to administratively dissolve a limited liability company if:
(a)
The limited liability company does not pay within sixty (60) days after they are due any fees imposed by this chapter or other law;
(b)
The limited liability company does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;
(c)
The limited liability company is without a registered agent in this state for sixty (60) days or more;
(d)
The 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; or
(e)
The Department of Revenue notifies the Secretary of State that the limited liability company is delinquent in any payments or tax owed by the limited liability company to the State of Mississippi; or
(f)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited liability company to the Secretary of State pursuant to this chapter.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-823 - Procedure for administrative dissolution

(1)
If the Secretary of State determines that one or more grounds exist under Section
79-29-821
for administratively dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written notice of the determination under Section
79-35-13
. Such determination may be served either by electronic mail to the email address of the registered agent of the limited liability company or by first-class mail as indicated by the limited liability company.
(2)
If the limited liability company 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 the service of the notice, the Secretary of State shall administratively dissolve the limited liability company by signing a certification of the administrative dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate of administrative dissolution and serve the limited liability company with a copy of the certificate of administrative dissolution under Section
79-35-13
, which certificate of administrative dissolution may be served either by electronic mail to the email address of the registered agent of the limited liability company or by first-class mail as indicated by the limited liability company.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 114, eff. 1/1/2013.
Amended by Laws, 2023, ch. 433, HB 1101,§ 2, eff. 7/1/2023.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-825 - Reinstatement following administrative dissolution

(1)
A limited liability company administratively dissolved under Section
79-29-823
may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:
(a)
Recite the name of the limited liability company and the effective date of its administrative dissolution;
(b)
State that the ground or grounds for administrative dissolution either did not exist or have been eliminated; and
(c)
State that the limited liability company's name satisfies the requirements of Section
79-29-109
.
(2)
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 cancel the certificate of administrative dissolution and 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 limited liability company with a copy of the certificate of reinstatement under Section
79-35-13
, except that such certificate of reinstatement may be served by first-class mail.
(3)
When the reinstatement is effective:
(a)
The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
(b)
Any liability incurred by the limited liability company or a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and
(c)
The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 115, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-827 - Appeal from denial of reinstatement

(1)
If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under Section
79-35-13
with a record that explains the reason or reasons for denial, except that such record may be served by first-class mail.
(2)
The 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 where the limited liability company is domiciled within thirty (30) days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of administrative dissolution, the limited liability company's application for reinstatement, and the Secretary of State's notice of denial.
(3)
The court may summarily order the Secretary of State to reinstate the dissolved limited liability company or may take other action the court considers appropriate.
(4)
The court's final decision may be appealed as in other civil proceedings.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 116, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-829 - Revocation of dissolution

Notwithstanding the occurrence of an event set forth in Section
79-29-801(1)(a), (b), (c) or (d)
of this chapter, the limited liability company shall not be dissolved and its affairs shall not be wound up if, within one hundred twenty (120) days of the effective date of the dissolution:
(a)
The limited liability company is continued pursuant to the affirmative majority vote or consent of all remaining members of the limited liability company or the personal representative of the last remaining member of the limited liability company if there is no remaining member, and any other person whose approval is required under the operating agreement to revoke a dissolution pursuant to this section; however, if the dissolution was caused by a vote or consent, the dissolution shall not be revoked unless each member and other person, or their respective personal representatives, who voted in favor of, or consented to, the dissolution has voted or consented to continue the limited liability company. If there is no remaining member of the limited liability company and the personal representative of the last remaining member votes in favor of or consents to the continuation of the limited liability company, the personal representative shall be required to agree in writing 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; and
(b)
The limited liability company delivers to the Secretary of State for filing a certificate of revocation of dissolution, together with a copy of certificate of dissolution, that sets forth:
(i)
The name of the limited liability company;
(ii)
The effective date of the dissolution that was revoked; and
(iii)
The date that the revocation of dissolution was authorized.
(c)
The revocation of dissolution is effective upon the date of the certificate of revocation of dissolution is filed, but the revocation shall relate back to and take effect as of the effective date of the dissolution and any liability incurred by the limited liability company or a member after the dissolution and before the revocation shall be determined as if the dissolution had never occurred; and the limited liability company may resume or continue carrying on its business as if the dissolution had never occurred.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 8 - DISSOLUTION (§§ 79-29-801 — 79-29-831) › Section 79-29-831 - Effect of dissolution

(1)
The dissolution of a limited liability company does not terminate the authority of the registered agent of the limited liability company.
(2)
The administrative dissolution of a limited liability company shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such limited liability company or prevent such limited liability company from defending any action, suit or proceeding with any court of this state.
(3)
A member, manager or officer of a limited liability company is not liable for the debts, obligations or liabilities of such limited liability company solely by reason of the administrative dissolution of a limited liability company.
(4)
A limited liability company that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until such limited liability company is reinstated. An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of such limited liability company on any right, claim or demand arising out of the transaction of business by such limited liability company after the administrative dissolution.
(5)
A limited liability company that is dissolved pursuant to Section
79-29-801
or
79-29-803
continues its legal existence but may carry on only business necessary or appropriate to wind-up and liquidate its business and affairs under Section
79-29-809
and to notify claimants under Sections
79-29-817
and
79-29-819
.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-901 - Applicability of remaining articles of chapter

The other provisions of this chapter apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with the provisions of this article.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-902 - Article definitions

As used in this article, unless the context requires otherwise:
(a)
"Disqualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership or other entity that for any reason is or becomes ineligible under this article to be a member of a professional limited liability company.
(b)
"Domestic professional limited liability company" means a professional limited liability company.
(c)
"Foreign professional limited liability company" means a limited liability company formed for the purpose of rendering professional services under a law other than the law of this state.
(d)
"Law" includes rules promulgated in accordance with Section
79-29-929
.
(e)
"Licensing authority" means the office, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service.
(f)
"Professional limited liability company" means a limited liability company, other than a foreign professional limited liability company, subject to the provisions of this article.
(g)
"Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, including, without limitation, certified public accountants, dentists, architects, veterinarians, osteopaths, physicians, surgeons and attorneys at law.
(h)
"Qualified person" means an individual, general partnership, professional limited liability company, professional limited liability partnership or other entity that is eligible under this article to be a member of a professional limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-903 - Election of professional limited liability company status

(1)
One or more persons may form a professional limited liability company by delivering to the Secretary of State for filing a certificate of formation which includes a statement that:
(a)
it is a professional limited liability company; and
(b)
its purpose is to render the specified professional services.
(2)
Nothing in this article shall be construed to require a person rendering professional services in this state to render such services through a professional limited liability company or foreign professional limited liability company unless a law of this state other than this article so requires.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-904 - Purposes

(1)
Except to the extent authorized by subsection (2), a limited liability company may elect professional limited liability company status under Section
79-29-903
, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.
(2)
A limited liability company may elect professional limited liability company status under Section
79-29-903
for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by Section
79-29-117(1)
to the extent the combination of professional purposes or of professional and business purposes is not prohibited by the licensing law of this state applicable to each profession in the combination.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-905 - General powers

(1)
Except as provided in subsection (2) of this section, a professional limited liability company has the powers enumerated in Section
79-29-117(2)
.
(2)
A professional limited liability company may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional limited liability company's certificate of formation and not prohibited by the licensing laws applicable to each profession rendering services through the professional limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-906 - Rendering professional services

(1)
A domestic or foreign limited liability company may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(2)
Subsection (1) of this section does not:
(a)
Require an individual employed by a professional limited liability company to be licensed to perform services for the limited liability company if a license is not otherwise required;
(b)
Prohibit a licensed individual from rendering professional services in the individual's capacity although the individual is a member, manager, employee or agent of a domestic or foreign professional limited liability company;
(c)
Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional limited liability company in this state if not prohibited by the licensing authority.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-907 - Prohibited activities

(1)
A professional limited liability company may not render any professional service other than the professional service authorized by its certificate of formation.
(2)
Subsection (1) of this section does not prohibit a professional limited liability company from investing its funds in real estate, mortgages, securities, or any other type of investment or from owning real or personal property appropriate for carrying on its business.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.