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 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-605 - Effect of dissociation as general partner

(a)
If a person is dissociated as a general partner:
(1)
The person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;
(2)
The person's duties and obligations as a general partner under Section
79-14-409
end with regard to matters arising and events occurring after the person's dissociation;
(3)
The person may sign and deliver to the Secretary of State for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(4)
Subject to Section
79-14-704
and Article 11, any transferable interest owned by the person in the person's capacity as a general partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
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 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-606 - Power to bind and liability of person dissociated as general partner

(a)
After a person is dissociated as a general partner and before the limited partnership is merged out of existence under Article 11, converted or domesticated under the Mississippi Entity Conversion and Domestication Act, or dissolved, the partnership is bound by an act of the person only if:
(1)
The act would have bound the partnership under Section
79-14-402
before the dissociation; and
(2)
At the time the other party enters into the transaction:
(A)
Less than two (2) years has passed since the dissociation; and
(B)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner.
(b)
If a limited partnership is bound under subsection (a), the person dissociated as a general partner which caused the partnership to be bound is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation incurred under subsection (a); and
(2)
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or 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 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-607 - Liability of person dissociated as general partner to other persons

(a)
A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the person is not liable for a partnership obligation incurred after dissociation.
(b)
A person whose dissociation as a general partner results in a dissolution and winding up of the limited partnership's activities and affairs is liable on an obligation incurred by the partnership under Section
79-14-805
to the same extent as a general partner under Section
79-14-404
.
(c)
A person that is dissociated as a general partner without the dissociation resulting in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if:
(1)
A general partner would be liable on the transaction; and
(2)
At the time the other party enters into the transaction:
(A)
Less than two (2) years has passed since the dissociation; and
(B)
The other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner.
(d)
By agreement with a creditor of a limited partnership and the partnership, a person dissociated as a general partner may be released from liability for a debt, obligation, or other liability of the partnership.
(e)
A person dissociated as a general partner is released from liability for a debt, obligation, or other liability of the limited partnership if the partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the debt, obligation, or other 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 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-608 - [Repealed]

Laws, 1987, ch. 488, § 608, eff. 1/1/1988.
Repealed by Laws, 2015, ch. 453, SB 2310, 6, 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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-701 - Nature of transferable interest

A transferable interest is personal property.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-702 - Transfer of transferable interest

(a)
A transfer, in whole or in part, of a transferable interest:
(1)
Is permissible;
(2)
Does not by itself cause a partner's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and
(3)
Subject to Section
79-14-704
, does not entitle the transferee to:
(A)
Participate in the management or conduct of the partnership's activities and affairs; or
(B)
Except as otherwise provided in subsection (c), have access to required information, records, or other information concerning the partnership's activities and affairs.
(b)
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(c)
In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the partnership's transactions only from the date of dissolution.
(d)
A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(e)
A limited partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer.
(f)
A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer.
(g)
Except as otherwise provided in Sections
79-14-601(b)(4)(B)
and
79-14-603(4)(B)
, if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(h)
If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sections
79-14-502
and
79-14-505
known to the transferee when the transferee becomes a partner.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-703 - Charging order

(a)
On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(b)
To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a), the court may:
(1)
Appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2)
Make all other orders necessary to give effect to the charging order.
(c)
Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to Section
79-14-702
.
(d)
At any time before foreclosure under subsection (c), the partner or transferee whose transferable interest is subject to a charging order under subsection (a) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e)
At any time before foreclosure under subsection (c), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f)
This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(g)
This section provides the exclusive remedy by which a person seeking, in the capacity of a judgment creditor, to enforce a judgment against a partner or transferee may satisfy the judgment from the judgment debtor's transferable interest.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-704 - Power to legal representative of deceased partner

If a partner dies, the deceased partner's legal representative may exercise:
(1)
The rights of a transferee provided in Section
79-14-702(c)
; and
(2)
For the purposes of settling the estate, the rights of a current limited partner under Section
79-14-304
.
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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-705 - [Repealed]

Laws, 1987, ch. 488, § 705, eff. 1/1/1988.
Repealed by Laws, 2015, ch. 453, SB 2310, 6, 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 7 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS (§§ 79-14-701 — 79-14-706) › Section 79-14-706 - [Repealed]

Laws, 2010, ch. 506, § 42, eff. 7/1/2010.
Repealed by Laws, 2015, ch. 453, SB 2310, 6, 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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-802 - Winding up

(a)
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in Section
79-14-803
, the partnership continues after dissolution only for the purpose of winding up.
(b)
In winding up its activities and affairs, the limited partnership:
(1)
Shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership;
(2)
Shall file a statement of dissolution of the limited partnership with the Secretary of State; and
(3)
May:
(A)
Preserve the partnership activities, affairs, and property as a going concern for a reasonable time;
(B)
Prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(C)
Transfer the partnership's property;
(D)
Settle disputes by mediation or arbitration; and
(E)
Perform other acts necessary or appropriate to the winding up.
(c)
If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. A person appointed under this subsection:
(1)
Has the powers of a general partner under Section
79-14-804
but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved partnership's activities and affairs; and
(2)
Shall deliver promptly to the Secretary of State for filing an amendment to the partnership's certificate of limited partnership stating:
(A)
That the partnership does not have a general partner;
(B)
The name and street and mailing addresses of the person; and
(C)
That the person has been appointed pursuant to this subsection to wind up the partnership.
(d)
On the application of a partner, the chancery court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the partnership's activities and affairs, if:
(1)
The partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2)
The applicant establishes other good cause.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-803 - Rescinding dissolution

(a)
A limited partnership may rescind its dissolution, unless the chancery court has entered an order under Section
79-14-801(a) (6)
dissolving the partnership or the Secretary of State has dissolved the partnership under Section
79-14-811
.
(b)
Rescinding dissolution under this section requires:
(1)
The affirmative vote or consent of each partner; and
(2)
If the limited partnership has delivered to the Secretary of State for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
(A)
The amendment has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under Section
79-14-208
applicable to the amendment; or
(B)
The amendment has become effective, delivery to the Secretary of State for filing of an amendment to the certificate of limited partnership within one hundred twenty (120) days of the effective date of the dissolution stating that dissolution has been rescinded under this section.
(c)
If a limited partnership rescinds its dissolution:
(1)
The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(2)
Subject to paragraph (3), any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(3)
The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-804 - Power to bind partnership after dissolution

(a)
A limited partnership is bound by a general partner's act after dissolution which:
(1)
Is appropriate for winding up the partnership's activities and affairs; or
(2)
Would have bound the partnership under Section
79-14-402
before dissolution if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(b)
A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1)
At the time the other party enters into the transaction:
(A)
Less than two (2) years has passed since the dissociation; and
(B)
The other party does not know or have notice of the dissociation and reasonably believes that the person is a general partner; and
(2)
The act:
(A)
Is appropriate for winding up the partnership's activities and affairs; or
(B)
Would have bound the partnership under Section
79-14-402
before dissolution and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-805 - Liability after dissolution of general partner and person dissociated as general partner

(a)
If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section
79-14-804(a)
by an act that is not appropriate for winding up the partnership's activities and affairs, the general partner is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b)
If a person dissociated as a general partner causes a limited partnership to incur an obligation under Section
79-14-804(b)
, the person is liable:
(1)
To the partnership for any damage caused to the partnership arising from the obligation; and
(2)
If a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-806 - Known claims against dissolved limited partnership

(a)
Except as otherwise provided in subsection (d), a dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c).
(b)
A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must:
(1)
Specify the information required to be included in a claim;
(2)
State that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(3)
State the deadline for receipt of a claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant;
(4)
State that the claim will be barred if not received by the deadline; and
(5)
Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section
79-14-404
.
(c)
A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:
(1)
The claim is not received by the specified deadline; or
(2)
If the claim is timely received but rejected by the partnership:
(A)
The partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than ninety (90) days after the claimant receives the notice; and
(B)
The claimant does not commence the required action not later than ninety (90) days after the claimant receives the notice.
(d)
This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-807 - Other claims against dissolved limited partnership

(a)
A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice.
(b)
A notice under subsection (a) must:
(1)
Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in Hinds County, Mississippi;
(2)
Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(3)
State that a claim against the partnership is barred unless an action to enforce the claim is commenced not later than three (3) years after publication of the notice; and
(4)
Unless the partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section
79-14-404
.
(c)
If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the partnership not later than three (3) years after the publication date of the notice:
(1)
A claimant that did not receive notice in a record under Section
79-14-806
;
(2)
A claimant whose claim was timely sent to the partnership but not acted on; and
(3)
A claimant whose claim is contingent at, or based on an event occurring after, the date of dissolution.
(d)
A claim not barred under this section or Section
79-14-806
may be enforced:
(1)
Against the dissolved limited partnership, to the extent of its undistributed assets;
(2)
Except as otherwise provided in Section
79-14-808
, if assets of the partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph may not exceed the total amount of assets distributed to the person after dissolution; and
(3)
Against any person liable on the claim under Sections
79-14-404
and
79-14-607
.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-808 - Court proceedings

(a)
A dissolved limited partnership that has published a notice under Section
79-14-807
may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, in the Chancery Court of the First Judicial District of Hinds County, Mississippi, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited partnership, or are based on an event occurring after the date of dissolution but which, based on the facts known to the limited partnership, are reasonably expected to arise after the date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under Section
79-14-807
.
(b)
Not later than ten (10) days after the filing of an application under subsection (a), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the partnership.
(c)
In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(d)
A dissolved limited partnership that provides security in the amount and form ordered by the court under subsection (a) satisfies the dissolved limited partnership's obligations with respect to claims that are contingent, have not been made known to the partnership, or are based on an event occurring after the date of dissolution, and such claims may not be enforced against a partner or transferee on account of assets received in liquidation.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-809 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred

If a claim against a dissolved limited partnership is barred under Section
79-14-806
,
79-14-807
, or
79-14-808
, any corresponding claim under Section
79-14-404
or
79-14-607
is also barred.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-811 - Administrative dissolution

(a)
The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if the partnership does not:
(1)
Pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law within sixty (60) days after it is due; or
(2)
Have a registered agent in this state for sixty (60) consecutive days.
(b)
If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited partnership, the Secretary of State shall serve the partnership with notice in a record of the Secretary of State's determination.
(c)
If a limited partnership, not later than sixty (60) days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the partnership pursuant to Section
79-35-13
, except that the statement of administrative dissolution may be served by first-class mail.
(d)
A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections
79-14-802
,
79-14-806
,
79-14-807
,
79-14-808
, and
79-14-810
, or to apply for reinstatement under Section
79-14-812
.
(e)
The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-812 - Reinstatement

(a)
A limited partnership that is administratively dissolved under Section
79-14-811
may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must state:
(1)
The name of the partnership at the time of its administrative dissolution and, if needed, a different name that satisfies Section
79-14-114
;
(2)
The address of the principal office of the partnership and the name and street and mailing addresses of its registered agent;
(3)
The effective date of the partnership's administrative dissolution; and
(4)
That the grounds for dissolution did not exist or have been cured.
(b)
To be reinstated, a limited partnership must pay all fees, taxes, interest, and penalties that were due to the Mississippi Department of Revenue at the time of the partnership's administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the Mississippi Department of Revenue while the partnership was administratively dissolved.
(c)
If the Secretary of State determines that an application under subsection (a) contains the required information, is satisfied that the information is correct, and determines that all payments required to be made to the Mississippi Department of Revenue by subsection (b) have been made, the Secretary of State shall:
(1)
Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the Secretary of State's determination and the effective date of reinstatement; and
(2)
File the statement of reinstatement and serve a copy on the limited partnership.
(d)
When reinstatement under this section is effective, the following rules apply:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.
(2)
The limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had not occurred.
(3)
The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
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 8 - DISSOLUTION AND WINDING UP (§§ 79-14-801 — 79-14-813) › Section 79-14-813 - Judicial review of denial of reinstatement

(a)
If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the partnership with a notice in a record that explains the reason or reasons for the denial.
(b)
A limited partnership may seek judicial review of denial of reinstatement in the Chancery Court of the First Judicial District of Hinds County, Mississippi, not later than thirty (30) days after service of the notice of denial.
(c)
The court may summarily order the Secretary of State to reinstate the limited partnership or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-901 - Direct action by partner

(a)
Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship.
(b)
A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
(c)
A right to an accounting on a dissolution and winding up does not revive a claim barred by 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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-902 - Derivative action

A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1)
The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
(2)
A demand under paragraph (1) would be futile.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-903 - Proper plaintiff

A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:
(1)
Was a partner when the conduct giving rise to the action occurred; or
(2)
Whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-904 - Pleading

In a derivative action, the complaint must state with particularity:
(1)
The date and content of plaintiff's demand and the response to the demand by the general partner; or
(2)
Why demand should be excused as futile.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-905 - Special litigation committee

(a)
If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnership. If the partnership appoints a special litigation committee, on motion by the committee made in the name of the partnership, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from:
(1)
Enforcing a person's right to information under Section
79-14-304
or
79-14-407
; or
(2)
Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b)
A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners.
(c)
A special litigation committee may be appointed:
(1)
By a majority of the general partners not named as parties in the proceeding; or
(2)
If all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants.
(d)
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership that the proceeding:
(1)
Continue under the control of the plaintiff;
(2)
Continue under the control of the committee;
(3)
Be settled on terms approved by the committee; or
(4)
Be dismissed.
(e)
After making a determination under subsection (d), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) and allow the action to continue under the control of the plaintiff.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-906 - Proceeds and expenses

(a)
Except as otherwise provided in subsection (b):
(1)
Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
(2)
If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the partnership.
(b)
If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited partnership.
(c)
A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court's approval.
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 9 - ACTIONS BY PARTNERS (§§ 79-14-901 — 79-14-907) › Section 79-14-907 - through 79-14-913 - [Repealed]

Laws, 1987, ch. 488, § 907, eff. 1/1/1988.
Repealed by Laws, 2015, ch. 453, SB 2310, 6, 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 79-14-1001 - Governing law

(a)
The law of the jurisdiction of formation of a foreign limited partnership governs:
(1)
The internal affairs of the partnership;
(2)
The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and
(3)
The liability of a series of the partnership.
(b)
A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.
(c)
Registration of a foreign limited partnership to do business in this state does not authorize the foreign partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.
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 79-14-1002 - Registration to do business in this state

(a)
A foreign limited partnership may not do business in this state until it registers with the Secretary of State under this article.
(b)
A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.
(c)
The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the partnership or preclude it from defending an action or proceeding in this state.
(d)
A limitation on the liability of a general partner or limited partner of a foreign limited partnership is not waived solely because the partnership does business in this state without registering to do business in this state.
(e)
Section
79-14-1001(a) and (b)
applies even if the foreign limited partnership fails to register under 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 10 - FOREIGN LIMITED PARTNERSHIPS (§§ 79-14-1001 — 79-14-1012) › Section 79-14-1003 - Foreign registration statement

To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the Secretary of State for filing. The statement must state:
(1)
The name of the partnership and, if the name does not comply with Section
79-14-114
, an alternate name adopted pursuant to Section
79-14-1006(a)
;
(2)
That the partnership is a foreign limited partnership;
(3)
The partnership's jurisdiction of formation;
(4)
The street and mailing addresses of the partnership's principal office and, if the law of the partnership's jurisdiction of formation requires the partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and
(5)
The information required by Section
79-35-5(a)
.
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 79-14-1004 - Amendment of foreign registration statement

A registered foreign limited partnership shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:
(1)
The name of the partnership;
(2)
The partnership's jurisdiction of formation;
(3)
An address required by Section
79-14-1003(4)
; or
(4)
The information required by Section
79-35-5(a)
.
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 79-14-1005 - Activities not constituting doing business

(a)
Activities of a foreign limited partnership which do not constitute doing business in this state under this article include:
(1)
Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(2)
Carrying on any activity concerning its internal affairs, including holding meetings of its partners;
(3)
Maintaining accounts in financial institutions;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of securities of the partnership or maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, mortgages, or security interests in property;
(8)
Securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;
(9)
Conducting an isolated transaction that is not in the course of similar transactions;
(10)
Owning, without more, property; and
(11)
Doing business in interstate commerce.
(b)
A person does not do business in this state solely by being a partner of a foreign limited partnership that does business in this state.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.