Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-102 - Definitions

As used in this chapter, unless the context otherwise requires:
(1)
[Reserved]
(2)
[Reserved]
(3)
"Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity's organic rules, organic law, and other law to:
(A)
Propose a transaction subject to this chapter;
(B)
Adopt and approve the terms and conditions of the transaction; and
(C)
Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(4)
"Conversion" means a transaction authorized by Article 4 of this chapter.
(5)
"Converted entity" means the converting entity as it continues in existence after a conversion.
(6)
"Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section
79-37-403
or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
(7)
"Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity.
(8)
"Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state.
(9)
"Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
(10)
"Domesticating entity" means the domestic entity that approves a plan of domestication pursuant to Section
79-37-503
or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation.
(11)
"Domestication" means a transaction authorized by Article 5 of this chapter.
(12)
"Entity":
(A)
Means:
(i)
A business corporation;
(ii)
A nonprofit corporation;
(iii)
A general partnership, including a limited liability partnership;
(iv)
A limited partnership, including a limited liability limited partnership;
(v)
A limited liability company;
(vi)
[Reserved];
(vii)
[Reserved];
(viii)
[Reserved];
(ix)
A statutory trust, business trust, or common-law business trust;
(x)
An agricultural association, including an agricultural co-operative marketing association; or
(xi)
Any other person that has:
(I)
A legal existence separate from any interest holder of that person; or
(II)
The power to acquire an interest in real property in its own name; and
(B)
Does not include:
(i)
An individual;
(ii)
A trust with a predominantly donative purpose or a charitable trust;
(iii)
An association or relationship that is not an entity listed in subparagraph (A) and is not a partnership under the rules stated in Section
79-13-202(c)
or a similar provision of the law of any other jurisdiction;
(iv)
A decedent's estate; or
(v)
A government or a governmental subdivision, agency, or instrumentality.
(13)
"Filing entity" means an entity whose formation requires the filing of a public organic record. The term does not include a limited liability partnership.
(14)
"Foreign," with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state.
(15)
"Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
(A)
Receive or demand access to information concerning, or the books and records of, the entity;
(B)
Vote for or consent to the election of the governors of the entity; or
(C)
Receive notice of or vote on or consent to an issue involving the internal affairs of the entity.
(16)
"Governor" means:
(A)
A director of a business corporation;
(B)
A director or trustee of a nonprofit corporation;
(C)
A general partner of a general partnership;
(D)
A general partner of a limited partnership;
(E)
A manager of a manager-managed limited liability company;
(F)
A member of a member-managed limited liability company;
(G)
[Reserved];
(H)
[Reserved];
(I)
[Reserved];
(J)
A trustee of a statutory trust, business trust, or common-law business trust; or
(K)
Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(17)
"Interest" means:
(A)
A share in a business corporation;
(B)
A membership in a nonprofit corporation;
(C)
A partnership interest in a general partnership;
(D)
A partnership interest in a limited partnership;
(E)
A membership interest in a limited liability company;
(F)
[Reserved];
(G)
[Reserved];
(H)
[Reserved];
(I)
A beneficial interest in a statutory trust, business trust, or common-law business trust;
(J)
A membership in an agricultural association, including an agricultural co-operative marketing association; or
(K)
A governance interest or distributional interest in any other type of unincorporated entity.
(18)
[Reserved]
(19)
"Interest holder' means:
(A)
A shareholder of a business corporation;
(B)
A member of a nonprofit corporation;
(C)
A general partner of a general partnership;
(D)
A general partner of a limited partnership;
(E)
A limited partner of a limited partnership;
(F)
A member of a limited liability company;
(G)
[Reserved];
(H)
[Reserved];
(I)
[Reserved];
(J)
A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust;
(K)
A member of an agricultural association, including an agricultural co-operative marketing association; or
(L)
Any other direct holder of an interest.
(20)
"Interest holder liability" means:
(A)
Personal liability for a liability of an entity that is imposed on a person:
(i)
Solely by reason of the status of the person as an interest holder; or
(ii)
By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(B)
An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(21)
"Jurisdiction", used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(22)
"Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity.
(23)
[Reserved]
(24)
[Reserved]
(25)
"Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity.
(26)
"Organic rules" means the public organic record and private organic rules of an entity.
(27)
"Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, agricultural association, agricultural co-operative marketing association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(28)
"Plan" means a plan of conversion or plan of domestication.
(29)
"Plan of conversion" means a plan under Section
79-37-402
.
(30)
"Plan of domestication" means a plan under Section
79-37-502
.
(31)
[Reserved]
(32)
[Reserved]
(33)
"Private organic rules" mean the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic record, if any. The term includes:
(A)
The bylaws of a business corporation;
(B)
The bylaws of a nonprofit corporation;
(C)
The partnership agreement of a general partnership;
(D)
The partnership agreement of a limited partnership;
(E)
The operating agreement of a limited liability company;
(F)
[Reserved];
(G)
[Reserved];
(H)
[Reserved];
(I)
The bylaws of an agricultural association, including an agricultural co-operative marketing association; and
(J)
The trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.
(34)
"Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.
(35)
"Protected agreement" means:
(A)
A record evidencing indebtedness and any related agreement in effect on January 1, 2015;
(B)
An agreement that is binding on an entity on January 1, 2015;
(C)
The organic rules of an entity in effect on January 1, 2015; or
(D)
An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2015.
(36)
"Public organic record" means the record the filing of which by the Secretary of State is required to form an entity and any amendment to or restatement of that record. The term includes:
(A)
The articles of incorporation of a business corporation;
(B)
The articles of incorporation of a nonprofit corporation;
(C)
The certificate of limited partnership of a limited partnership;
(D)
The certificate of formation of a limited liability company;
(E)
[Reserved];
(F)
[Reserved];
(G)
The articles of association of an agricultural association, including an agricultural co-operative marketing association; and
(H)
The certificate of trust of a statutory trust or similar record of a business trust.
(37)
"Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(38)
"Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the Secretary of State.
(39)
"Sign" means, with present intent to authenticate or adopt a record:
(A)
To execute or adopt a tangible symbol; or
(B)
To attach to or logically associate with the record an electronic symbol, sound, or process.
(40)
"State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(41)
"Statement of conversion" means a statement under Section
79-37-405
.
(42)
"Statement of domestication" means a statement under Section
79-37-505
.
(43)
[Reserved]
(44)
[Reserved]
(45)
[Reserved]
(46)
"Transfer" includes:
(A)
An assignment;
(B)
A conveyance;
(C)
A sale;
(D)
A lease;
(E)
An encumbrance, including a mortgage or security interest;
(F)
A gift; and
(G)
A transfer by operation of law.
(47)
"Type of entity" means a generic form of entity:
(A)
Recognized at common law; or
(B)
Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.
Added by Laws, 2014, ch. 399, SB 2322, 2, eff. 1/1/2015.