reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1006 - Noncomplying name of foreign limited partnership

(a)
A foreign limited partnership whose name does not comply with Section
79-14-114
may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section
79-14-114
. A partnership that registers under an alternate name under this subsection need not comply with the Fictitious Business Name Registration Act. After registering to do business in this state with an alternate name, a partnership shall do business in this state under:
(1)
The alternate name;
(2)
The partnership's name, with the addition of its jurisdiction of formation; or
(3)
A name the partnership is authorized to use under the Fictitious Business Name Registration Act.
(b)
If a registered foreign limited partnership changes its name to one that does not comply with Section
79-14-114
, it may not do business in this state until it complies with subsection (a) by amending its registration to adopt an alternate name that complies with Section
79-14-114
.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1007 - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1008 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership

(a)
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:
(1)
Its name and jurisdiction of formation;
(2)
That the partnership surrenders its registration to do business in this state.
(b)
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
.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1009 - Transfer of registration

(a)
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:
(1)
The name of the registered foreign limited partnership before the merger;
(2)
That before the merger the registration pertained to a foreign limited partnership;
(3)
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)
;
(4)
The type of entity of the applicant foreign entity and its jurisdiction of formation;
(5)
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
(6)
The name and street and mailing addresses of the applicant foreign entity's registered agent in this state.
(b)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1010 - Termination of registration

(a)
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:
(1)
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;
(2)
Have a registered agent as required by the Mississippi Registered Agents Act; or
(3)
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.
(b)
The Secretary of State may terminate the registration of a registered foreign limited partnership by:
(1)
Filing a notice of termination or noting the termination in the records of the Secretary of State; and
(2)
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.
(c)
The notice must state or the information in the notation must include:
(1)
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
(2)
The grounds for termination under subsection (a).
(d)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1011 - Withdrawal of registration of registered foreign limited partnership

(a)
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:
(1)
The name of the partnership and its jurisdiction of formation;
(2)
That the partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(3)
That the partnership revokes the authority of its registered agent to accept service on its behalf in this state; and
(4)
An address to which service of process may be made under subsection (b).
(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
.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1101 - Definitions

In this article:
(1)
"Constituent limited partnership" means a constituent organization that is a limited partnership.
(2)
"Constituent organization" means an organization that is party to a merger.
(3)
"General partner" means a general partner of a limited partnership.
(4)
"Governing statute" of an organization means the statute that governs the organization's internal affairs.
(5)
"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.
(6)
"Organizational documents" means:
(A)
For a domestic or foreign general partnership, its partnership agreement;
(B)
For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C)
For a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
(D)
For a business trust, its agreement of trust and declaration of trust;
(E)
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
(F)
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.
(7)
"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:
(A)
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
(B)
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.
(8)
"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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1102 - through 79-14-1105 - Reserved

Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1106 - Merger

(a)
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:
(1)
The governing statute of each of the other organizations authorizes the merger;
(2)
The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3)
Each of the other organizations complies with its governing statute in effecting the merger.
(b)
A plan of merger must be in a record and must include:
(1)
The name and form of each constituent organization;
(2)
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;
(3)
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;
(4)
If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1107 - Action on plan of merger by constituent limited partnership

(a)
Subject to Section
79-14-1110
, a plan of merger must be consented to by all the partners of a constituent limited partnership.
(b)
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:
(1)
As provided in the plan; and
(2)
Except as prohibited by the plan, with the same consent as was required to approve the plan.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1108 - Filings required for merger; effective date

(a)
After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1)
Each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2)
Each other preexisting constituent organization, by an authorized representative.
(b)
The articles of merger must include:
(1)
The name and form of each constituent organization and the jurisdiction of its governing statute;
(2)
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;
(3)
The date the merger is effective under the governing statute of the surviving organization;
(4)
If the surviving organization is to be created by the merger:
(A)
If it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(B)
If it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5)
If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6)
A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7)
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
(8)
Any additional information required by the governing statute of any constituent organization.
(c)
Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d)
A merger becomes effective under this article:
(1)
If the surviving organization is a limited partnership, upon the later of:
(A)
Compliance with subsection (c); or
(B)
Subject to Section
79-14-206(c)
, as specified in the articles of merger; or
(2)
If the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1109 - Effect of merger

(a)
When a merger becomes effective:
(1)
The surviving organization continues or comes into existence;
(2)
Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3)
All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4)
All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5)
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;
(6)
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;
(7)
Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8)
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;
(9)
If the surviving organization is created by the merger:
(A)
If it is a limited partnership, the certificate of limited partnership becomes effective; or
(B)
If it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(10)
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.
(b)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1110 - Restrictions on approval of mergers and on relinquishing LLLP status

(a)
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:
(1)
The limited partnership's partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and
(2)
The partner has consented to the provision of the partnership agreement.
(b)
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:
(1)
The limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2)
Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1111 - Liability of general partner after merger

(a)
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:
(1)
The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2)
For the purposes of applying those provisions, the converted or surviving organization is deemed to be the constituent limited partnership; and
(3)
If a person is required to pay any amount under this subsection:
(A)
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
(B)
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.
(b)
In addition to any other liability provided by law:
(1)
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:
(A)
Does not have notice of the merger; and
(B)
Reasonably believes that:
(i)
The surviving business is the constituent limited partnership;
(ii)
The constituent limited partnership is not a limited liability limited partnership; and
(iii)
The person is a general partner in the constituent limited partnership; and
(2)
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:
(A)
Immediately before the merger became effective, the converted surviving limited partnership was not a limited liability limited partnership; and
(B)
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:
(i)
Does not have notice of the dissociation;
(ii)
Does not have notice of the merger; and
(iii)
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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1112 - Power of general partners and persons dissociated as general partners to bind organization after merger

(a)
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:
(1)
Before the merger became effective, the act would have bound the constituent limited partnership under Section
79-14-402
; and
(2)
At the time the third party enters into the transaction, the third party:
(A)
Does not have notice of the merger; and
(B)
Reasonably believes that the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(b)
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:
(1)
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
(2)
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:
(A)
Does not have notice of the dissociation;
(B)
Does not have notice of the merger; and
(C)
Reasonably believes that the surviving organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.
(c)
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:
(1)
To the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2)
If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 11 - MERGER (§§ 79-14-1101 — 79-14-1113) › Section 79-14-1113 - Article not exclusive

This article does not preclude an entity from being converted or merged under other law.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-14-1201 — 79-14-1204) › Section 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.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-14-1201 — 79-14-1204) › Section 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)
.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-14-1201 — 79-14-1204) › Section 79-14-1203 - Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued before July 1, 2015.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-14-1201 — 79-14-1204) › Section 79-14-1204 - Severability clause

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 13 - FEES (§ 79-14-1301) › Section 79-14-1301 - Fees

Pursuant to this chapter, the Secretary of State shall charge and collect a fee for:
(1)
Reservation, Cancellation or Transfer of Partnership Name .................... $25.00
(2)
Filing of Certificate of Limited Partnership .................... 50.00
(3)
Filing of Amendment to Certificate of Limited Partnership .................... 50.00
(4)
Filing of Statement of Dissolution .................... 25.00
(5)
[Reserved]
(6)
Filing of Restated Certificate of Limited Partnership or Amended and Restated Certificate of Limited Partnership .................... 25.00
(7)
Filing of Statement of Withdrawal .................... 25.00
(8)
Filing of Application for Registration of Foreign Limited Partnership .................... 250.00
(9)
Filing of Certificate Correcting Application or Registration of Foreign Limited Partnership .................... 50.00
(10)
Filing of withdrawal of Registration of Foreign Limited Partnership .................... 25.00
(11)
Certificate of Administrative Dissolution .................... No fee
(12)
Filing of Application for Reinstatement Following Administrative Dissolution .................... 50.00
(13)
Certificate of Revocation of Registration to Transact Business .................... No fee
(14)
Filing of Application for Reinstatement Following Administrative Revocation .................... 100.00
(15)
Any other document required or permitted to be filed by Section
79-14-101
et seq .................... 25.00
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-1 - Short title

This chapter may be cited as "The Mississippi Investment Trust Law."
Codes, 1942, § 5570-01; Laws, 1962, ch. 238, § 1, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-3 - Definitions

(1)
An "investment trust" is an express trust created by a written declaration of trust whereby three (3) or more trustees agree to hold and manage in trust property conveyed or to be conveyed to them as trustees for the benefit of such persons as may be or become holders of transferable certificates evidencing the beneficial interest in the trust estate. An investment trust organized in conformity with and by specific reference to this chapter is declared to be neither a general nor a limited partnership, even though the declaration of trust may contain provisions not expressly or by implication contained in this chapter, and even though one (1) or more of the trustees may be or become the holder of a certificate of beneficial interest in the investment trust of which he is trustee.
(2)
A "foreign investment trust" is an investment trust for profit organized under laws other than the laws of this state for a purpose or purposes for which an investment trust may be organized under this chapter.
Codes, 1942, § 5570-02; Laws, 1962, ch. 238, § 2; Laws, 1978, ch. 463, § 1, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-5 - Organization

(1)
An investment trust may be established by a declaration of trust, duly executed by three or more trustees, for any lawful purpose including, but not limited to, acquiring, managing, improving, leasing, dealing in, selling, or otherwise alienating, mortgaging, or otherwise encumbering, real and personal property of all kinds, and descriptions, including, dealing in, purchasing, holding, selling and exchanging stocks, bonds, mortgages, deeds of trust and other securities of all kinds and descriptions; receiving the income, dividends, rents, profits and returns therefrom, and investing same or distributing same to the beneficial owners of the trust in accordance with the terms of the declaration of trust.
(2)
At all times during the existence of the investment trust, at least one of the trustees shall be a natural person and a resident of the State of Mississippi. The other trustees need not be natural persons or residents of this state unless the declaration of trust or bylaws so require. The declaration of trust or bylaws may provide other or additional qualifications for the trustees consistent with this chapter.
Codes, 1942, § 5570-03; Laws, 1962, ch. 238, § 3, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-7 - What declaration shall contain

The declaration of trust of an investment trust shall contain:
(a)
The name under which the trust shall conduct its business, which name shall include the words "investment trust" but shall not include the words "trust company."
(b)
An express statement that the trust is formed pursuant to this chapter, as now or hereafter amended, and that all provisions of the declaration of trust are subject to and intended to be construed in conformity with the provisions of this chapter, as now or hereafter amended.
(c)
The post-office address of the principal office and place of business of the trust.
(d)
The full name and post-office address of the initial trustees of the trust.
(e)
The aggregate number of shares of beneficial interest which the trust shall have authority to issue, the unit value in dollars to be received by the trust for the issuance of each of such shares, and a statement that each share shall be equal in all respects to every other share.
(f)
The manner of calling and conducting meetings of the holders of certificates of beneficial interest, and the mode or voting by proxy, provided that a meeting of the holders of certificates of beneficial interest shall be held at least annually.
(g)
A requirement that the trustees shall keep accurate and complete books of account and shall keep minutes of the proceedings of the trustees and shall keep a record of the holders of certificates of beneficial interest, giving the names and addresses of all such holders and the number of shares held by each, which books and records shall be available for inspection by any holders of a certificate of beneficial interest, at the principal place of business during normal business hours, upon reasonable notice. Provided, that nothing in this chapter shall impair the power of any court of competent jurisdiction upon a proper showing to compel the production, for examination of the books and the records of account, minutes, and record of holders of certificates of beneficial interest, by any person who for cause shown is entitled to conduct such examination.
(h)
The declaration of trust may contain any other terms and provisions deemed necessary or desirable for the purposes of the investment trust and consistent with this chapter.
Codes, 1942, § 5570-04; Laws, 1962, ch. 238, § 4, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-9 - Powers and liabilities of trustees

(1)
The trustees shall hold the legal title to all property at any time belonging to the investment trust, and shall have complete control over the management, operation, disposition, investment and reinvestment of such property and complete control of the management of the business affairs of the investment trust. The trustees may, if so provided in the declaration of trust, elect one of their number as chairman and elect such other officers as may be provided in the declaration of trust. The trustees may designate one or more of their number to act for and on behalf of the trustees in the execution of deeds, notes and other written instruments.
(2)
The trustees shall have such powers as to the investment and management of the trust estate as may be set out in the declaration of trust, without regard to the type of investments to which trustees generally are restricted by the provisions of Section
91-13-1
, Mississippi Code of 1972, as now or hereafter amended, or by any other statute or rule of law or equity. Unless the declaration of trust shall so provide, it shall not be necessary for an investment trust or the trustees thereof to file an accounting with any court, except upon liquidation of the trust. Provided, however, that nothing in this chapter shall impair the power of any court of competent jurisdiction, upon a proper showing of cause, to compel an accounting by the trustees of an investment trust of all funds held by them in such capacity.
(3)
Liability to third persons for any act, omission, or obligation of an investment trust or of a trustee of an investment trust, when acting in such capacity, shall extend to the whole of the trust estate or to so much thereof as may be necessary to discharge such liability, but no trustee shall be personally or individually liable to third persons for any such act, omission, or obligation, unless such trustee with respect to such act, omission, or obligation engaged in intentional fraud or other unlawful conduct prohibited by statute.
Codes, 1942, § 5570-05; Laws, 1962, ch. 238, § 5, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-11 - Certificates of beneficial interest

(1)
The beneficial ownership of an investment trust shall be evidenced by certificates issued by the trustees in units of value to be provided by the trust instrument. No investment trust shall issue certificates of beneficial interest except for money, labor done, or services rendered or property actually received for the use and lawful purposes of the investment trust. Any investment trust may purchase any property authorized by its declaration of trust, or necessary for the use and lawful purposes of such investment trust, and may issue certificates of beneficial interest to the amount of the value thereof in payment therefor. Any certificate of beneficial interest issued in compliance with this section shall be fully paid, and the holder thereof shall not be liable to any further call or for any further payment. No assessment shall be made against the interest of any holder of such fully paid certificates. In the absence of fraud in the transaction, the judgment of the trustees as to the value of labor done or services performed or property purchased shall be conclusive. For the purpose of determining whether certificates of beneficial interest of any investment trust are fully paid and not liable to any further call, no deduction shall be made in computing the amount of consideration received by such investment trust for such certificates of beneficial interest, for such reasonable compensation or discount in the sale, underwriting, or purchase of such certificates by underwriters or dealers or others performing similar services as may be paid or allowed by the investment trust; and for such purpose the judgment of the trustees as the value of such services shall be conclusive in the absence of fraud in the transaction.
(2)
The certificates of beneficial interest issued pursuant to this section shall be transferable in the same manner as stock certificates of a business corporation are transferable, and the issuance and transfer of such certificates of beneficial interest shall be governed by the statutes applicable to the issuance and transfer of stock of business corporations to the extent that such statutes are not inconsistent with the provisions and purposes of this chapter.
Codes, 1942, § 5570-06; Laws, 1962, ch. 238, § 6, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-13 - Liability of holders of certificates of beneficial interest

No holder of a fully paid certificate of beneficial interest in an investment trust shall be personally or individually liable in any manner whatever for any debts, acts, omissions, or obligations incurred by the trustees or by the investment trust. It is expressly declared to be the intention of this chapter that the holders of fully paid certificates of beneficial interest issued by an investment trust organized pursuant to this chapter shall not be considered to be partners, either general or limited, in the business of the trust, and the limited liability provided by this section shall not be altered by reason of the fact that the declaration of trust may contain a provision for the election of successor trustees by the holders of certificates of beneficial interest.
Codes, 1942, § 5570-07; Laws, 1962, ch. 238, § 7, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-15 - The election and removal of trustees

The declaration of trust shall provide for the annual election of successor trustees by the holders of certificates of beneficial interest, and shall further provide for the election of successor trustees by the holder of beneficial interest in the event of the death, resignation or removal of a trustee. The election of successor trustees shall not be deemed an amendment to the declaration of trust within the meaning of this chapter.
Codes, 1942, § 5570-08; Laws, 1962, ch. 238, § 8, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-17 - Amendment of declaration of trust

(1)
The declaration of trust shall provide that it can be amended only by the affirmative vote of the holders of at least two thirds (2/3) of the amount of the then outstanding certificates of beneficial interest. If the declaration of trust shall provide that an amendment to the declaration of trust shall require an affirmative vote of holders of a greater percentage in the amount of then outstanding certificates of beneficial interest than provided by this section, then the declaration of trust shall control. The foregoing provisions shall not be applicable to an amendment made to a declaration of trust at any time prior to the issuance of certificates of beneficial interest; at any time prior to the issuance of certificates and beneficial interest, the declaration of trust may be amended by affirmative vote of a majority of the trustees.
(2)
No amendment to the declaration of trust shall be effective to alter or expand the liability of the trustees or the liability of the holders of fully paid certificates of beneficial interest, contrary to the liability provided in this chapter.
Codes, 1942, § 5570-09; Laws, 1962, ch. 238, § 9, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-19 - Recording

The declaration of trust shall be signed and acknowledged by the initial trustees and recorded in the office of the clerk of the chancery court in the county in which the principal place of business of the investment trust is located, and also with the Secretary of State of Mississippi, and such officers are authorized to charge a fee for such recording, as in the manner and in the amount provided for the recording of articles of incorporation of business corporations. Amendments to declarations of trust shall be recorded in the manner above set out for the original.
Codes, 1942, § 5570-10; Laws, 1962, ch. 238, § 10, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-23 - How investment trust sued

(1)
An investment trust may sue or be sued as a separate and distinct entity, under the name set forth in the declaration of trust, and it shall not be necessary to join the trustees individually or the holders of certificates of beneficial interest as parties plaintiff or defendant. An investment trust may be sued, at law or in equity, for debts and other obligations incurred by the trustees in the performance of their duties under the declaration of trust, and for damages to third persons resulting from the negligence of such trustees in the performance of their duties under the declaration of trust, and its property shall be subject to attachment and execution, all in like manner as if it were a corporation.
(2)
The trustees shall severally be agents for service of process upon an investment trust. An investment trust organized pursuant to this chapter shall be deemed to be domiciled in the State of Mississippi and in the county of its principal office and place of business within that state, without regard to the residence of the trustees.
Codes, 1942, § 5570-12; Laws, 1962, ch. 238, § 12, eff. 5/15/1962.