reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 9 - CONVERSIONS AND MERGERS (§§ 79-13-901 — 79-13-908) › Section 79-13-906 - Effect of merger

(a)
When a merger takes effect:
(1)
The separate existence of every domestic partnership that is a party to the merger, other than the surviving entity, ceases;
(2)
All property owned by each of the merged domestic partnerships vests in the surviving entity;
(3)
All obligations of every domestic partnership that is a party to the merger become the obligations of the surviving entity; and
(4)
An action or proceeding pending against a domestic partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(b)
The Secretary of State of this state is the agent for service of process in an action or proceeding against a surviving foreign entity to enforce an obligation of a domestic partnership that is a party to a merger. The surviving foreign entity shall promptly notify the Secretary of State of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the Secretary of State shall mail a copy of the process to the surviving foreign entity.
(c)
A partner of a domestic partnership which is a party to a merger remains liable for all obligations incurred by such domestic partnership before the merger and for which the partner was personally liable before the merger.
(d)
Without affecting any liability a partner may have in accordance with the provisions of subsection (c) of this section, a partner of a domestic partnership which is the survivor of a merger:
(1)
Shall not become personally liable as a result of the merger for obligations of the surviving partnership incurred before the merger by a party to the merger of which that partner was not a general partner; and
(2)
Except as otherwise provided in Section
79-13-306
, shall become personally liable for all obligations of the surviving partnership incurred after the merger takes effect.
(e)
In the case of a partner of a domestic partnership which is a party to a merger who does not become a partner, shareholder, member or other equity owner of the surviving entity:
(1)
The surviving entity shall cause the partner's interest in the partnership to be purchased under Section
79-13-701
; and
(2)
If the surviving entity is a domestic partnership, the surviving partnership is bound under Section
79-13-702
by an act of the terminated partner, and the terminated partner is liable under Section
79-13-703
for transactions entered into by the surviving partnership after the merger takes effect.
Laws, 2004, ch. 458, § 906, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 9 - CONVERSIONS AND MERGERS (§§ 79-13-901 — 79-13-908) › Section 79-13-907 - Statement of merger

(a)
After a merger, the surviving domestic or foreign entity may file a statement that one or more domestic partnerships have merged into the surviving entity.
(b)
A statement of merger must contain:
(1)
The name of each entity that is a party to the merger;
(2)
The name and domicile of the entity that will be the survivor of the merger;
(3)
The street address of the surviving entity's chief executive office and of an office in this state, if any; and
(4)
The type of entity of the surviving entity is (e.g., partnership, limited partnership, for profit corporation, etc.).
(c)
Except as otherwise provided in subsection (d), for the purposes of Section
79-13-302
, property of the surviving entity which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d)
For the purposes of Section
79-13-302
, real property of the surviving entity which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e)
A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to Section
79-13-105(c)
, stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships named to the extent provided in subsections (c) and (d).
Laws, 2004, ch. 458, § 907, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 9 - CONVERSIONS AND MERGERS (§§ 79-13-901 — 79-13-908) › Section 79-13-908 - Nonexclusive

This article is not exclusive. Partnerships may be converted or merged in any other manner provided or permitted by law.
Laws, 2004, ch. 458, § 908, eff. 1/1/2005.
Amended by Laws, 2014, ch. 399, SB 2322, 40, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1001 - Statement of qualification

(a)
A partnership may become a limited liability partnership pursuant to this section.
(b)
The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(c)
After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(1)
The name of the partnership;
(2)
The street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;
(3)
If the partnership does not have an office in this state, the information required by Section
79-35-5(a)
;
(4)
A statement that the partnership elects to be a limited liability partnership; and
(5)
A deferred effective date, if any.
(d)
[Reserved]
(e)
The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section
79-13-105(d)
.
(f)
The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).
(g)
The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h)
An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
Laws, 2004, ch. 458, § 1001; Laws, 2012, ch. 382, § 76, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1002 - Name

The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."
Laws, 2004, ch. 458, § 1002, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1003 - Administrative dissolution of statement of qualification; grounds

The Secretary of State may commence a proceeding under Section
79-13-1004
to administratively dissolve a statement of qualification if:
(1)
The limited liability partnership does not pay within sixty (60) days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
(2)
[Reserved]
(3)
The limited liability partnership is without a registered agent in this state for sixty (60) days or more;
(4)
The limited liability partnership does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or that its registered agent has resigned; or
(5)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited liability partnership pursuant to this chapter.
Laws, 2012, ch. 382, § 77, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1004 - Administrative dissolution of statement of qualification; procedure

(a)
If the Secretary of State determines that one or more grounds exist under Section
79-13-1003
for the administrative dissolution of a statement of qualification, the Secretary of State shall serve the limited liability partnership with written notice of his determination, except that such determination may be served by first-class mail.
(b)
If the limited liability partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice, the Secretary of State shall administratively dissolve the statement of qualification by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the limited liability partnership with a copy of the certificate, except that such certificate may be served by first-class mail.
(c)
The administrative dissolution of a statement of qualification affects only the partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(d)
A limited liability partnership administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under Section
79-13-803
.
(e)
The administrative dissolution of the statement of qualification of a limited partnership does not terminate the authority of its agent for service of process.
Laws, 2012, ch. 382, § 78, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1005 - Administrative dissolution of statement of qualification; reinstatement

(a)
A limited liability partnership whose statement of qualification has been administratively dissolved under Section
79-13-1004
may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:
(1)
Recite the name of the limited liability partnership and the effective date of its administrative dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3)
State that the limited liability partnership's name satisfies the requirements of Section
79-13-1002
; and
(4)
Contain a certificate from the Mississippi Department of Revenue reciting that all taxes owed by the limited liability partnership have been paid.
(b)
If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate and serve the limited liability partnership with a copy of the certificate.
(c)
When the reinstatement is effective:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
(2)
Any liability incurred by a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and
(3)
The limited liability partnership may resume its business as if the administrative dissolution had never occurred.
Laws, 2012, ch. 382, § 79, eff. 1/1/2013.
Amended by Laws, 2015, ch. 453, SB 2310, 2, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 10 - LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1001 — 79-13-1006) › Section 79-13-1006 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a limited liability partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability partnership with a record that explains the reason or reasons for denial.
(b)
The limited liability partnership 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 limited partnership is domiciled within thirty (30) days after service of the notice of denial is perfected. The limited liability partnership appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited liability partnership's application for reinstatement, and the Secretary of State's notice of denial.
(c)
The court may summarily order the Secretary of State to reinstate the dissolved limited liability partnership or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Laws, 2012, ch. 382, § 80, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1101 - Law governing foreign limited liability partnership

(a)
The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b)
A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.
(c)
A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
Laws, 2004, ch. 458, § 1101, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1102 - Statement of foreign qualification

(a)
Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1)
The name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP";
(2)
The street address of the partnership's chief executive office;
(3)
The information required by Section
79-35-5(a)
; and
(4)
A deferred effective date, if any.
(b)
[Reserved]
(c)
The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section
79-13-105(d)
.
(d)
An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
Laws, 2004, ch. 458, § 1102; Laws, 2012, ch. 382, § 81, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1103 - Effect of failure to qualify

(a)
A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
(b)
The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(c)
A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.
(d)
If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
Laws, 2004, ch. 458, § 1103, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1104 - Activities not constituting transacting business

(a)
Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include:
(1)
Maintaining, defending, or settling an action or proceeding;
(2)
Holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;
(8)
Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9)
Conducting an isolated transaction that is completed within thirty (30) days and is not one in the course of similar transactions; and
(10)
Transacting business in interstate commerce.
(b)
For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c)
This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
Laws, 2004, ch. 458, § 1104, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1105 - Action by attorney general

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article.
Laws, 2004, ch. 458, § 1105, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1106 - Administrative revocation of statement of foreign qualification; grounds

(a)
The Secretary of State may commence a proceeding under Section
79-13-1107
to revoke the statement of foreign qualification of a foreign limited liability partnership authorized to transact business in this state if:
(1)
[Reserved]
(2)
The foreign limited liability partnership does not pay within sixty (60) days after they are due any fees, taxes, or penalties imposed by this chapter or other law;
(3)
The foreign limited partnership is without a registered agent in this state for sixty (60) days or more;
(4)
The foreign limited liability partnership does not notify the Secretary of State within sixty (60) days that its registered agent has been changed or that its registered agent has resigned;
(5)
The Secretary of State receives a duly authenticated certificate from the Secretary of State or other public official having custody of corporate records in the state or country under whose law the foreign limited liability partnership is organized stating that it has been dissolved or disappeared as the result of a merger; or
(6)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign limited liability partnership pursuant to this chapter.
(b)
The Secretary of State may not revoke a statement of foreign qualification of a foreign limited liability partnership unless the Secretary of State sends the foreign limited liability partnership notice of the revocation at least sixty (60) days before its effective date, by a record addressed to its registered agent, or to the foreign limited liability partnership if the foreign limited liability partnership fails to appoint and maintain a proper agent in this state. The notice must specify the cause for the revocation of the registration. The authority of the foreign limited liability partnership to transact business in this state ceases on the effective date of the revocation unless the foreign limited liability partnership cures the failure before that date.
Laws, 2012, ch. 382, § 82, eff. 1/1/2013.
Amended by Laws, 2015, ch. 453, SB 2310, 3, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1107 - Administrative revocation of statement of foreign qualification; procedure

(a)
If the Secretary of State determines that one or more grounds exist under Section
79-13-1106
for revocation of a statement of foreign qualification, he shall serve the foreign limited liability partnership with written notice of his determination, except that such determination may be served by first-class mail.
(b)
If the foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State may revoke the foreign limited liability partnership's statement of foreign qualification by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign limited liability partnership, except that such certificate may be served by first-class mail.
(c)
The authority of a foreign limited liability partnership to transact business in this state ceases on the date shown on the certificate revoking its registration.
(d)
The Secretary of State's revocation of a foreign limited liability partnership's registration appoints the Secretary of State the foreign limited liability partnership's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability partnership. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign limited liability partnership at its principal office shown in its most recent communication received from the foreign limited liability partnership stating the current mailing address of its principal office, or, if none are on file, in its application for a registration.
(e)
Revocation of a foreign limited liability partnership's statement of foreign qualification does not terminate the authority of the registered agent of the foreign limited liability partnership.
Laws, 2012, ch. 382, § 83, eff. 1/1/2013.
Amended by Laws, 2015, ch. 453, SB 2310, 4, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1108 - Administrative revocation of statement of foreign qualification; reinstatement

(a)
A foreign limited liability partnership whose statement of foreign qualification is administratively revoked under Section
79-13-1107
may apply to the Secretary of State for reinstatementat any time after the effective date of such revocation. The application must:
(1)
Recite the name of the limited liability partnership and the effective date of the administrative revocation;
(2)
State that the ground or grounds for revocation either did not exist or have been eliminated;
(3)
State that the limited liability partnership's name satisfies the requirements of Section
79-13-1002
; and
(4)
Contain a certificate from the Mississippi Department of Revenue reciting that the limited liability partnership has properly filed all reports and paid all taxes and penalties required by revenue laws of this state.
(b)
If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he shall reinstate the registration, prepare a certificate that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the limited liability partnership.
(c)
When the reinstatement is effective:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative revocation;
(2)
Any liability incurred by a member after the administrative revocation and before the reinstatement shall be determined as if the administrative revocation had never occurred; and
(3)
The limited liability partnership may resume its business as if the administrative revocation had never occurred.
Laws, 2012, ch. 382, § 84, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 11 - FOREIGN LIMITED LIABILITY PARTNERSHIP (§§ 79-13-1101 — 79-13-1109) › Section 79-13-1109 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a foreign limited liability partnership's application for reinstatement of the statement of foreign qualification following administrative revocation, he shall serve the limited liability partnership with a written communication that explains the reason or reasons for denial.
(b)
The limited liability partnership 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 limited liability partnership is domiciled within thirty (30) days after service of the communication of denial is perfected. The limited liability partnership appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's communication of denial.
(c)
The court may summarily order the Secretary of State to reinstate the registration of the limited liability partnership or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Laws, 2012, ch. 382, § 85, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1201 - Uniformity of application and construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Laws, 2004, ch. 458, § 1201, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1202 - Short title

This chapter may be cited as the Uniform Partnership Act (1997).
Laws, 2004, ch. 458, § 1202, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1203 - Severability clause

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Laws, 2004, ch. 458, § 1203, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1204 - Reserved

Laws, 2004, ch. 458, § 1204, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1205 - Applicability

(a)
Before January 1, 2007, this chapter governs only a partnership formed:
(1)
After January 1, 2005, except a partnership that is continuing the business of a dissolved partnership under the Mississippi Uniform Partnership Law in effect on December 31, 2004; and
(2)
Before January 1, 2005, that elects, as provided by subsection (c), to be governed by this chapter.
(b)
On and after January 1, 2007, this chapter governs all partnerships.
(c)
Before January 1, 2007, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one (1) year before the partnership's election to be governed by this chapter only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
Laws, 2004, ch. 458, § 1205, eff. 1/1/2005.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 13 - UNIFORM PARTNERSHIP ACT (1997) › Article 12 - MISCELLANEOUS PROVISIONS (§§ 79-13-1201 — 79-13-1206) › Section 79-13-1206 - Savings clause

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
Laws, 2004, ch. 458, § 1208, eff. 1/1/2005.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-101 - Short title

This chapter may be cited as the Mississippi Uniform Limited Partnership Act.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-103 - Knowledge; notice

(a)
A person knows a fact if the person:
(1)
Has actual knowledge of it; or
(2)
Is deemed to know it under law other than this chapter.
(b)
A person has notice of a fact if the person:
(1)
Has reason to know the fact from all the facts known to the person at the time in question; or
(2)
Is deemed to have notice of the fact under subsection (c) or (d).
(c)
A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.
(d)
A person not a partner is deemed to have notice of:
(1)
Another person's dissociation as a general partner, ninety (90) days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective, or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
(2)
A limited partnership's:
(A)
Dissolution, ninety (90) days after the statement of dissolution becomes effective;
(B)
Participation in a conversion or domestication under the Mississippi Entity Conversion and Domestication Act, ninety (90) days after the effective date of statement of conversion or domestication.
(C)
Participation in a merger under Article 11, ninety (90) days after the effective date of the articles of merger.
(e)
Subject to Section
79-14-210(f)
, a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(f)
A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-104 - Governing law

The law of this state governs:
(1)
The internal affairs of a limited partnership; and
(2)
The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-106 - Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement

(a)
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement.
(b)
A person that becomes a partner is deemed to assent to the partnership agreement.
(c)
Two (2) or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-107 - Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership

(a)
A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b)
The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Section
79-14-703(b)(2)
to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:
(1)
Is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
(2)
Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(c)
If a record delivered by a limited partnership to the Secretary of State for filing becomes effective and contains a provision that would be ineffective under Section
79-14-105(c) or (d)(2)
if contained in the partnership agreement, the provision is ineffective in the record.
(d)
Subject to subsection (c), if a record delivered by a limited partnership to the Secretary of State for filing becomes effective and conflicts with a provision of the partnership agreement:
(1)
The agreement prevails as to partners, persons dissociated as partners, and transferees; and
(2)
The record prevails as to other persons to the extent they reasonably rely on the record.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-108 - Required information

A limited partnership shall maintain at its principal office the following information:
(1)
A current list showing the full name and last-known street and mailing addresses of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2)
A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3)
A copy of any filed articles of merger, conversion, or domestication;
(4)
A copy of the partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;
(5)
A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6)
A copy of any financial statement of the partnership for the three (3) most recent years;
(7)
Reserved;
(8)
A copy of any record made by the partnership during the past three (3) years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement;
(9)
A copy of any statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act; and
(10)
Unless contained in a partnership agreement made in a record, a record stating:
(A)
A description and statement of the agreed value of contributions other than money made and agreed to be made by each partner;
(B)
The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C)
For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D)
Any events upon the happening of which the partnership is to be dissolved and its activities and affairs wound up.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-109 - Dual capacity

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-110 - Nature, purpose, and duration of limited partnership

(a)
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b)
A limited partnership may have any lawful purpose, regardless of whether for profit.
(c)
A limited partnership has perpetual duration, unless otherwise specified in the partnership agreement.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-111 - Powers

A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-112 - Application to existing relationships

(a)
Before January 1, 2017, this chapter governs only:
(1)
A limited partnership formed on or after July 1, 2015; and
(2)
Except as otherwise provided in subsections (c) and (d), a limited partnership formed before July 1, 2015, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(b)
Except as otherwise provided in subsections (c) and (d), on and after January 1, 2017, this chapter governs all limited partnerships.
(c)
With respect to a limited partnership formed before July 1, 2015, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1)
Section
79-14-110(c)
does not apply and the limited partnership has whatever duration it had under the law applicable immediately before July 1, 2015.
(2)
The limited partnership is not required to amend its certificate of limited partnership to comply with Section
79-14-201(b)(5)
.
(3)
Sections
79-14-601
and
79-14-602
do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before July 1, 2015.
(4)
Section
79-14-603(4)
does not apply.
(5)
Section
79-14-603(5)
does not apply and a court has the same power to expel a general partner as the court had immediately before July 1, 2015.
(6)
Section
79-14-801(a)(3)
does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before July 1, 2015.
(d)
With respect to a limited partnership that elects pursuant to subsection (a)(2) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:
(1)
Before January 1, 2017, to:
(A)
A third party that had not done business with the limited partnership in the year before the election took effect; and
(B)
A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and
(2)
On and after January 1, 2017, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under paragraph (1)(B).
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-113 - Supplemental principles of law

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
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 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-115 - Reservation of name

(a)
A person may reserve the exclusive use of a legal name that complies with Section
79-14-114
by delivering an application to the Secretary of State for filing. The application must state the name and addresses of the applicant and the name to be reserved. If the Secretary of State finds that the name is available, the Secretary of State shall reserve the name for the applicant's exclusive use for one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period.
(b)
The owner of a reserved name may transfer the reservation to another person by delivering to the Secretary of State a signed notice in a record of the transfer which states the name and address of the person to which the reservation is being transferred.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.