reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1027 - Administrative revocation of registration, denial of reinstatement; further review

(1)
If the Secretary of State denies a foreign limited liability company's application for reinstatement of the registration following administrative revocation, the Secretary of State shall serve the foreign limited liability company with a record that explains the reason or reasons for denial.
(2)
The foreign limited liability company may appeal the denial of reinstatement to the Chancery Court of the First Judicial District of Hinds County or the chancery court of the county where the foreign limited liability company is domiciled within thirty (30) days after service of the notice of denial is perfected. The foreign limited liability company appeals by petitioning the court to set aside the administrative revocation and attaching to the petition copies of the Secretary of State's certificate of administrative revocation, the foreign limited liability company's application for reinstatement and the Secretary of State's notice of denial.
(3)
The court may summarily order the Secretary of State to reinstate the registration of the foreign limited liability company or may take other action the court considers appropriate.
(4)
The court's final decision may be appealed as in other civil proceedings.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1029 - Certificate of authorization

(1)
The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the Office of the Secretary of State show that the foreign limited liability company has registered as a foreign limited liability company, the registration has not been administratively revoked, and a certificate of cancellation has not been filed which has become effective. A certificate of authorization must state:
(a)
The foreign limited liability company's name and any alternate name adopted under Section
79-29-1003(1)(a)
for use in this state;
(b)
That the foreign limited liability company is authorized to transact business in this state;
(c)
Whether all fees due under this chapter to the Secretary of State have been paid;
(d)
Whether the foreign limited liability company's most recent annual report required by Section
79-29-215
has been filed with the Secretary of State;
(e)
Whether a certificate of administrative revocation of registration has been filed;
(f)
Whether a certificate of cancellation of registration as a foreign limited liability company has been filed for the limited liability company; and
(g)
Other facts of record in the Office of the Secretary of State which are specified by the person requesting the certificate.
(2)
Subject to any qualification stated in the certificate, a certificate of authorization issued by the Secretary of State is conclusive evidence that the foreign limited liability company is authorized to transact business in this state.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1101 - Right to bring action

A member or an owner of a financial interest may bring an action in chancery court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
Laws, 1994, ch. 402, § 77; Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1102 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 78, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1103 - Proper plaintiff

In a derivative action, the plaintiff must be a member or an owner of a financial interest at the time of bringing the action and:
(a)
At the time of the transaction of which the plaintiff complains; or
(b)
The plaintiff's status as a member or an owner of a financial interest had devolved upon the plaintiff by operation of law or pursuant to the terms of an operating agreement from a person who was a member or an owner of a financial interest at the time of the transaction.
A plaintiff may not commence or maintain a derivative proceeding unless the plaintiff fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
Laws, 1994, ch. 402, § 79; Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1104 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 80, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1105 - Complaint

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member pursuant to Section
79-29-1101
or the reasons for not making the effort.
Laws, 1994, ch. 402, § 81; Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1106 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 82, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1107 - Stay of proceedings

If the limited liability company commences an inquiry into the allegations made in the complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
Laws, 1994, ch. 402, § 83; Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1111 - Discontinuance or settlement

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the limited liability company's members or a class of members, the court shall direct that notice be given to the members affected.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1113 - Payment of expenses

(1)
If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company.
(2)
On termination of the derivative proceeding the court may order the plaintiff to pay any defendant's reasonable expenses, including reasonable attorney's fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 11 - DERIVATIVE ACTIONS (§§ 79-29-1101 — 79-29-1115) › Section 79-29-1115 - Applicability to foreign limited liability companies

In any derivative proceeding brought in the courts of this state in the right of a foreign limited liability company, the matters covered by this article shall be governed by this chapter.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1201 - Construction and application

(1)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(2)
It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
(3)
Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to the singular. The captions contained herein are for the purposes of convenience only and shall not control or affect the construction of this chapter.
(4)
As used herein, the words "include," "includes" and "including" will be deemed to be followed by the phrase "without limitation," whether or not such phrase is included therein.
Laws, 1994, ch. 402, § 84; Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1202 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 85, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1204 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 87, eff. 7/1/1994.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1205 - Severability

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall 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.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1207 - Powers of the Secretary of State

The Secretary of State shall have the powers reasonably necessary to perform the duties required of the Office of the Secretary of State under the provisions of this chapter.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1209 - Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., but does not modify, limit or supersede Section 101(c) of that act, 15 USCS Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 USCS Section 7003(b).
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 12 - MISCELLANEOUS (§§ 79-29-1201 — 79-29-1211) › Section 79-29-1211 - Enforceability of written agreements to choose forum, authorize arbitration and to choose prescribed manner of service of process

In a written operating agreement or other writing, a manager, member or officer may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of this state, or the exclusivity of arbitration in a specified jurisdiction or in this state, and to be served with legal process in the manner prescribed in such operating agreement or other writing. Except by agreeing to arbitrate any arbitrable matter in a specified jurisdiction or in this state, a member who is not a manager may not waive its right to maintain a legal action or proceeding in the courts of this state with respect to matters relating to the organization or internal affairs of a limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1301 - Applicability upon effective date

On or after January 1, 2011, this chapter applies to:
(a)
A domestic limited liability company formed on or after January 1, 2011; and
(b)
A foreign limited liability company entity that is not registered with the Secretary of State to transact business in this state before January 1, 2011.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1303 - Early effectiveness of fees and annual reports

(1)
On or after January 1, 2011, the fees required by Section
79-29-1203
apply to all filings made with the Secretary of State, including comparable filings under prior law, regardless of whether a limited liability company is subject to or has adopted this chapter. The intent of this section is to require a filing fee for all documents filed under either this chapter or the prior law without regard to the difference in designation of the document.
(2)
On or after January 1, 2011, Sections
79-29-215
,
79-29-219
,
79-29-821
,
79-29-823
,
79-29-825
,
79-29-827
and
79-29-831
, shall apply to all domestic limited liability companies formed before or after January 1, 2011, and Sections
79-29-215
,
79-29-1021
,
79-29-1023
,
79-29-1025
,
79-29-1027
and
79-29-1029
shall apply to all foreign limited liability companies registered with the Secretary of State before or after January 1, 2011.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1305 - Early adoption of this chapter by existing limited liability company

A domestic limited liability company formed before January 1, 2011, may voluntarily elect to adopt and become subject to this chapter by:
(a)
Adopting the chapter by complying with the procedures for approval, under prior law and its organizational documents, of an amendment to its certificate of formation;
(b)
Amending any noncomplying organizational documents to comply with this chapter if any of its organizational documents, including its certificate of formation, do not comply with this chapter by complying with the procedures, under prior law and its organizational documents, to amend the noncomplying organizational documents to comply with this chapter, including filing with the Secretary of State in accordance with Section
79-29-203
a certificate of amendment to cause its certificate of formation to comply with this chapter; and
(c)
Filing with the Secretary of State in accordance with Section
79-29-203
a statement that the domestic limited liability company is electing to adopt this chapter.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1307 - Early adoption of chapter by registered foreign limited liability company

A foreign limited liability company registered with the Secretary of State to transact business in this state before January 1, 2011, may voluntarily elect to adopt and become subject to this chapter by filing with the Secretary of State in accordance with Section
79-29-203
:
(a)
A statement that the foreign limited liability company is electing to adopt this chapter; and
(b)
An amendment to its registration of foreign limited liability company that would cause its certificate of registration of foreign limited liability company to comply with this chapter.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1309 - Applicability to existing limited liability companies

On or after January 1, 2012, such date referred to in this article as the "mandatory application date," if a domestic limited liability company formed before January 1, 2011, or a foreign limited liability company registered with the Secretary of State to transact business in this state before January 1, 2011, has not taken the actions specified by Section
79-29-1305
or
79-29-1307
to elect to adopt this chapter:
(a)
This chapter applies to the domestic or foreign limited liability company and all actions taken by the managers, officers, or members of the limited liability company, except as otherwise expressly provided by this article;
(b)
A domestic or foreign limited liability company shall not be considered to have failed to comply with this chapter if the entity's certificate of formation or application for registration of foreign limited liability company, as appropriate, does not comply with the chapter;
(c)
A domestic limited liability company shall conform its certificate of formation to the requirements of this chapter when it next files an amendment to its certificate of formation; and
(d)
A foreign limited liability company shall conform its registration of foreign limited liability company to the requirements of this chapter when it next files an amendment to its registration of foreign limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1311 - Applicability to certain acts, contracts, and transactions

All of the provisions of this chapter govern the acts, contracts, or other transactions by a limited liability company subject to Section
79-29-1301
or by its managers, members or officers that occur on or after January 1, 2011. Unless the limited liability company that is formed or registered before January 1, 2011, has elected to be subject to the Revised Act prior to the mandatory application date the prior law governs the acts, contracts, or transactions of the limited liability company that is formed or registered before January 1, 2011, or its managers, members or officers that occur before the mandatory application date.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1313 - Indemnification

Section
79-29-123
governs any proposed indemnification by a limited liability company after the mandatory application date, regardless of whether the events on which the indemnification is based occurred before or after the mandatory application date. In a case in which indemnification is permitted but not required under Section
79-29-123
, a provision relating to indemnification contained in the organizational documents of a limited liability company on the mandatory application date that would otherwise have the effect of limiting the nature or type of indemnification permitted by Section
79-29-123
may not be construed after the mandatory application date as limiting the indemnification authorized by Section
79-29-123
unless the provision so intended to limit or restrict permissive indemnification under applicable law.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1315 - Dissolution

(1)
(a)
Section
79-29-803
applies to an action for judicial dissolution commenced after the mandatory application date; or
(b)
Section
79-29-801
applies to a voluntary dissolution initiated after the mandatory application date.
(2)
The prior law governs:
(a)
An action described by subsection (1)(a) of this section that is pending on the mandatory application date; or
(b)
A proceeding described by subsection (1)(b) of this section initiated before the mandatory application date.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 13 - TRANSITION PROVISIONS (§§ 79-29-1301 — 79-29-1317) › Section 79-29-1317 - Maintenance of prior action

Except as expressly provided by this article, this chapter does not apply to an action or proceeding commenced before the mandatory application date. Prior law applies to the action or proceeding.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 31 - MISSISSIPPI REGISTRATION OF FOREIGN LIMITED LIABILITY PARTNERSHIPS ACT [Repealed] (§ 79-31-1) › Section 79-31-1 - through 79-31-39 - [Repealed]

Repealed by Laws, 1995, ch. 353, § 25, eff. 7/1/1995.
§ 79-31-1. [Laws, 1994, ch. 390, § 1] § 79-31-3. [Laws, 1994, ch. 390, § 2] § 79-31-5. [Laws, 1994, ch. 390, § 3] § 79-31-7. [Laws, 1994, ch. 390, § 4] § 79-31-9. [Laws, 1994, ch. 390, § 5] § 79-31-11. [Laws, 1994, ch. 390, § 6] § 79-31-13. [Laws, 1994, ch. 390, § 7] § 79-31-15. [Laws, 1994, ch. 390, § 8] § 79-31-17. [Laws, 1994, ch. 390, § 9] § 79-31-19. [Laws, 1994, ch. 390, § 10] § 79-31-21. [Laws, 1994, ch. 390, § 11] § 79-31-23. [Laws, 1994, ch. 390, § 12] § 79-31-25. [Laws, 1994, ch. 390, § 13] § 79-31-27. [Laws, 1994, ch. 390, § 14] § 79-31-29. [Laws, 1994, ch. 390, § 15] § 79-31-31. [Laws, 1994, ch. 390, § 16] § 79-31-33. [Laws, 1994, ch. 390, § 17] § 79-31-35. [Laws, 1994, ch. 390, § 18] § 79-31-37. [Laws, 1994, ch. 390, § 19] § 79-31-39. [Laws, 1994, ch. 390, § 20]
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-1 - Definitions

The following words and phrases shall have the meanings ascribed herein, unless the context clearly indicates otherwise:
(a)
"Asbestos claim" means any claim, wherever or whenever made, for damages, losses, indemnification, contribution, or other relief arising out of, based on, or in any way related to asbestos, including:
(i)
Property damage caused by the installation, presence or removal of asbestos;
(ii)
The health effects of exposure to asbestos, including any claim for:
1.
Personal injury or death;
2.
Mental or emotional injury;
3.
Risk of disease or other injury; or
4.
The costs of medical monitoring or surveillance; and
(iii)
Any claim made by or on behalf of any person exposed to asbestos, or a representative, spouse, parent, child or other relative of the person.
(b)
"Corporation" means a corporation for profit, including:
(i)
A domestic corporation organized under the laws of this state; or
(ii)
A foreign corporation organized under laws other than the laws of this state.
(c)
"Successor asbestos-related liabilities" means any liabilities, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, that are related in any way to asbestos claims that were assumed or incurred by a corporation as a result of or in connection with a merger or consolidation, or the plan of merger or consolidation related to the merger or consolidation, with or into another corporation or that are related in any way to asbestos claims based on the exercise of control or the ownership of stock of the corporation before the merger or consolidation. The term includes liabilities that, after the time of the merger or consolidation for which the fair market value of total gross assets is determined under Section
79-33-7
, were or are paid or otherwise discharged, or committed to be paid or otherwise discharged, by or on behalf of the corporation, or by a successor of the corporation, or by or on behalf of a transferor, in connection with settlements, judgments, or other discharges in this state or another jurisdiction.
(d)
"Successor" means a corporation that assumes or incurs, or has assumed or incurred, successor asbestos-related liabilities.
(e)
"Transferor" means a corporation from which successor asbestos-related liabilities are or were assumed or incurred.
Laws, 2004, ch. 353, § 1, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-3 - Applicability

(1)
The limitations in Section
79-33-5
shall apply to the following:
(a)
A domestic corporation or a foreign corporation that has had a certificate of authority to transact business in this state and who is or has done business in this state that is a successor which became a successor prior to May 13, 1968, or which is any of that successor corporation's successors but in the latter case only to the extent of the limitations of liability applied under Section
79-33-5(2)
;
(b)
All asbestos claims, including asbestos claims that are pending on April 20, 2004, and all litigation involving asbestos claims, including litigation that is pending on April 20, 2004;
(c)
Successors of a corporation to which this chapter applies.
(2)
The limitations in Section
79-33-5
shall not apply to:
(a)
Workers' compensation benefits paid by or on behalf of an employer to an employee under this state's workers' compensation act or a comparable workers' compensation law of another jurisdiction;
(b)
Any claim against a corporation that does not constitute a successor asbestos-related liability;
(c)
An insurance company, as that term is defined in Section
83-5-5
; or
(d)
Any obligations under the National Labor Relations Act (29 USCS Section 151 et seq.), as amended, or under any collective bargaining agreement.
Laws, 2004, ch. 353, § 2, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-5 - Liabilities limited to fair market value of total gross assets at time of merger or consolidation; liabilities assumed or incurred in connection with prior merger or consolidation

(1)
Except as further limited in subsection (2) of this section, the cumulative successor asbestos-related liabilities of a corporation are limited to the fair market value of the total gross assets of the transferor determined as of the time of the merger or consolidation. The corporation does not have any responsibility for successor asbestos-related liabilities in excess of this limitation.
(2)
If the transferor had assumed or incurred successor asbestos-related liabilities in connection with a prior merger or consolidation with a prior transferor, then the fair market value of the total assets of the prior transferor, determined as of the time of such earlier merger or consolidation, shall be substituted for the limitation set forth in subsection (1) of this section, for purposes of determining the limitation of liability of a corporation.
Laws, 2004, ch. 353, § 3, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-7 - Establishment of fair market value of total gross assets

(1)
A corporation may establish the fair market value of total gross assets for the purpose of the limitations under Section
79-33-5
through any method reasonable under the circumstances, including:
(a)
By reference to the going concern value of the assets or to the purchase price attributable to or paid for the assets in an arm's-length transaction; or
(b)
In the absence of other readily available information from which fair market value can be determined, by reference to the value of the assets recorded on a balance sheet. A showing by the successor of a reasonable determination of fair market value of total assets if prima facie evidence of the fair market value of those assets.
(2)
Total gross assets include intangible assets.
(3)
Total gross assets include the aggregate coverage under any applicable liability insurance that was issued to the transferor whose assets are being valued for purposes of this title and which insurance has been collected or is collectable to cover successor asbestos-related liabilities (except compensation for liabilities arising from workers' exposure to asbestos solely during the course of their employment by the transferor). A settlement of a dispute concerning such insurance coverage entered into by a transferor or successor with the insurers of the transferor before April 20, 2004, shall be determinative of the aggregate coverage of such liability insurance to be included in the calculation of the transferor's total gross assets.
(4)
After a successor has established a reasonable determination of the fair market value of total assets under this title, a claimant that disputes that determination of the fair market value has the burden of establishing a different fair market value of those assets.
Laws, 2004, ch. 353, § 4, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-9 - Adjustments to fair market value of total gross assets

(1)
Except as provided in subsections (2), (3) and (4) of this section, the fair market value of total gross assets at the time of a merger or consolidation increases annually at a rate equal to the sum of:
(a)
The prime rate as listed in the first edition of the Wall Street Journal published for each calendar year since the merger or consolidation, unless the prime rate is not published in that edition of the Wall Street Journal, in which case any reasonable determination of the prime rate on the first business day of the year may be used; and
(b)
One percent (1%).
(2)
The rate in subsection (1) of this section is not compounded.
(3)
The adjustment of fair market value of total gross assets continues as provided under subsection (1) of this section until the date the adjusted value is exceeded by the cumulative amounts of successor asbestos-related liabilities paid or committed to be paid by or on behalf of the corporation or a predecessor, or by or on behalf of a transferor, after the time of the merger or consolidation for which the fair market value of total gross assets is determined.
(4)
No adjustment of the fair market value of total gross assets shall be applied to any liability insurance otherwise included in the definition of the total gross assets by Section
79-33-7(3)
.
Laws, 2004, ch. 353, § 5, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 33 - CORPORATE SUCCESSOR ASBESTOS-RELATED LIABILITY IN CONNECTION WITH MERGERS OR CONSOLIDATIONS (§§ 79-33-1 — 79-33-11) › Section 79-33-11 - Choice of law

The courts in this state shall apply, to the fullest extent permissible under the United States Constitution, this state's substantive law, including the limitation under this chapter, to the issue of successor asbestos-related liabilities.
Laws, 2004, ch. 353, § 6, eff. 4/20/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-1 - Short title

This chapter shall be known and may be cited as the Mississippi Registered Agents Act.
Laws, 2012, ch. 382, § 1, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-3 - Fees

(a)
The Secretary of State shall collect the following fees when a filing is made under this chapter:
Document Fee
(1)
Commercial registered agent listing statement .................... $ 100.00
(2)
Commercial registered agent termination statement .................... $ 50.00
(3)
Statement of change .................... $ 10.00
per entity
not to exceed .................... $1,000.00
(4)
(A)
Statement of resignation .................... No fee
(B)
Statement of nonacceptance .................... No fee
(5)
Statement appointing an agent for service of process pursuant to Section
79-35-12
.................... $ 10.00
(b)
The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter:
(1)
$1.00 a page for copying; and
(2)
$10.00 for a certificate.
(c)
The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process is entitled to recover the fee as costs if he prevails in the proceeding.
(d)
The Secretary of State may collect a filing fee greater than the fee as prescribed by rule, not to exceed Twenty-five Dollars ($25.00), if the form for such filings prescribed by the Secretary of State has not been used.
(e)
The Secretary of State may promulgate rules to reduce the filing fees set forth in this section or provide for discounts of fees as set forth in this section to encourage online filing of documents or for other reasons as determined by the secretary.
Laws, 2012, ch. 382, § 3, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-4 - Addresses in filings

Whenever a provision of this chapter requires that a filing state an address, the filing must state:
(1)
An actual street address in this state; and
(2)
A mailing address in this state, if different from the address under paragraph (1) of this section.
Laws, 2012, ch. 382, § 4, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-5 - Appointment of registered agent

(a)
A registered agent filing must state:
(1)
The name of the represented entity's commercial registered agent; or
(2)
If the entity does not have a commercial registered agent, the name, address and email address of the entity's noncommercial registered agent.
(b)
The appointment of a registered agent pursuant to subsection (a)(1) or (a)(2) of this section is an affirmation by the represented entity that:
(1)
The entity has:
(A)
Notified the agent of the appointment; and
(B)
Provided the agent with a forwarding address as provided in Section
79-35-14
; and
(2)
The agent has consented to serve as such.
(c)
The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must:
(1)
Be available for at least fourteen (14) calendar days;
(2)
List in alphabetical order the names of the registered agents; and
(3)
State the type of filing and name of the represented entity making the filing.
Laws, 2012, ch. 382, § 5, eff. 1/1/2013.
Amended by Laws, 2021, ch. 323, SB 2204,§ 1, eff. 7/1/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-6 - Listing of commercial registered agent

(a)
An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the Secretary of State a commercial registered agent listing statement signed by or on behalf of the person which states:
(1)
The name of the individual or the name, type, and jurisdiction of organization of the entity; and
(2)
The email address and address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered.
(b)
A commercial registered agent listing statement may include the information regarding acceptance of service of process in a record by the commercial registered agent provided for in Section
79-35-13(d)
.
(c)
If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the Secretary of State from the name of another commercial registered agent listed under this section, the person must adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent.
(d)
A commercial registered agent listing statement takes effect on filing.
(e)
The commercial registered agent listing statement must be accompanied by a list in alphabetical order of the entities represented by the person. The Secretary of State shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the Secretary of State for each listed entity. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.
Laws, 2012, ch. 382, § 6, eff. 1/1/2013.
Amended by Laws, 2021, ch. 323, SB 2204,§ 2, eff. 7/1/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-7 - Termination of listing of commercial registered agent

(a)
A commercial registered agent may terminate its listing as a commercial registered agent by filing with the Secretary of State a commercial registered agent termination statement signed by or on behalf of the agent which states:
(1)
The name of the agent as currently listed under Section
79-35-6
; and
(2)
That the agent is no longer in the business of serving as a commercial registered agent in this state.
(b)
A commercial registered agent termination statement takes effect on the thirty-first day after the day on which it is filed.
(c)
The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement.
(d)
When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided in Section
79-35-13
.
(e)
Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.
Laws, 2012, ch. 382, § 7, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-8 - Change of registered agent by entity

(a)
A represented entity may change the information currently on file under Section
79-35-5(a)
by filing with the Secretary of State a statement of change signed on behalf of the entity which states:
(1)
The name of the entity; and
(2)
The information that is to be in effect as a result of the filing of the statement of change.
(b)
The interest holders or governors of a domestic entity need not approve the filing of:
(1)
A statement of change under this section; or
(2)
A similar filing changing the registered agent or registered office of the entity in any other jurisdiction.
(c)
The appointment of a registered agent pursuant to subsection (a) of this section is an affirmation by the represented entity that the entity has notified the agent of the appointment and that the agent has consented to serve as such.
(d)
A statement of change filed under this section takes effect on filing.
Laws, 2012, ch. 382, § 8, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-9 - Change of name or address by noncommercial registered agent

(a)
If a noncommercial registered agent changes its name, email address or its address as currently in effect with respect to a represented entity pursuant to Section
79-35-5(a)
, the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states:
(1)
The name of the entity;
(2)
The name, email address and address of the agent as currently in effect with respect to the entity;
(3)
If the name of the agent has changed, its new name;
(4)
If the address of the agent has changed, the new address; and
(5)
If the email address of the agent has changed, the new email address.
(b)
A statement of change filed under this section takes effect on filing.
(c)
A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.
Laws, 2012, ch. 382, § 9, eff. 1/1/2013.
Amended by Laws, 2021, ch. 323, SB 2204,§ 3, eff. 7/1/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-10 - Change of name, address, or type of organization by commercial registered agent

(a)
If a commercial registered agent changes its name, email address, its address as currently listed under Section
79-35-6(a)
, or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states:
(1)
The name of the agent as currently listed under Section
79-35-6(a)
;
(2)
If the name of the agent has changed, its new name;
(3)
If the address of the agent has changed, the new address;
(4)
If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization; and
(5)
If the email address of the agent has changed, the new email address.
(b)
The filing of a statement of change under subsection (a) of this section is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent.
(c)
A statement of change filed under this section takes effect on filing.
(d)
A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name, email address or address of the agent and the changes made by the filing.
(e)
If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under Section
79-35-6
. A cancellation under this subsection has the same effect as a termination under Section
79-35-7
. Promptly after canceling the listing of an agent, the Secretary of State shall serve notice in a record in the manner provided in Section
79-35-13(b) or (c)
on:
(1)
Each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new commercial registered agent, service of process may be made on the entity as provided in Section
79-35-13
; and
(2)
The agent, stating that the listing of the agent has been canceled under this section.
Laws, 2012, ch. 382, § 10, eff. 1/1/2013.
Amended by Laws, 2021, ch. 323, SB 2204,§ 4, eff. 7/1/2021.