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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-908 - Corporate name

(1)
The name of a domestic professional limited liability company and of a foreign professional limited liability company authorized to transact business in this state, in addition to satisfying the requirements of Sections
79-29-109
and
79-29-1007
:
(a)
Must contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC";
(b)
May not contain language stating or implying that it is formed for a purpose other than that authorized by Section
79-29-904
and its certificate of formation; and
(c)
Must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the limited liability company's certificate of formation.
(2)
Sections
79-29-109
and
79-29-1007
do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign professional limited liability company or the name of an individual who was associated with a predecessor of the 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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-909 - Who may become members

(1)
No professional limited liability company organized under the provisions of this article may have as a member any person other than:
(a)
Individuals who are authorized by law in this or another state to render a professional service described in the limited liability company's certificate of formation;
(b)
A professional limited liability company, domestic or foreign, authorized by law in this state to render a professional service described in the limited liability company's certificate of formation;
(c)
General partnerships in which all the partners are individuals or entities otherwise authorized by paragraph (a), (b) or (d) of this subsection (1) to be members of a professional limited liability company under this article;
(d)
A professional limited liability partnership, domestic or foreign, authorized by law in this state to render a professional service described in the limited liability partnership's certificate of registration;
(e)
Any other individual or entity not included in paragraph (a), (b), (c) or (d) of this subsection (1) if expressly authorized by the licensing authority having jurisdiction over the professional services described in the certificate of formation of the professional limited liability company.
(2)
A licensing authority with jurisdiction over a profession may by rule restrict or condition, or revoke in part, the authority of a professional limited liability company subject to its jurisdiction to issue membership interests. A rule promulgated under this section does not, of itself, make a member of a professional limited liability company at the time the rule becomes effective a disqualified person.
(3)
The certificate of formation may provide for additional limitations and restrictions on members or for additional qualifications of members and such limitations, restrictions or qualifications shall be valid and enforceable in each instance.
(4)
Membership interests issued in violation of this section or a rule promulgated under this section are void.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-910 - Membership interest transfer restrictions

(1)
A member of a professional limited liability company may transfer the member's membership interests only to qualified persons. Unless otherwise prohibited by the certificate of formation or operating agreement, a member of a professional limited liability company may pledge the member's membership interest to a qualified person or to a disqualified person.
(2)
A transfer of a membership interest made in violation of subsection (1), except one made by operation of law or court judgment, is void.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-911 - Compulsory acquisition of membership interests after death or disqualification of a member

(1)
A professional limited liability company must acquire, or cause to be acquired by a qualified person, a member's membership interest if:
(a)
The member dies and the successor in interest to the deceased member is not a qualified person, except as provided in subsection (3) of this section;
(b)
The member becomes a disqualified person, except as provided in subsection (3) of this section; or
(c)
The membership interest is transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (3) of this section.
(2)
If a price for the membership interest is established in accordance with the certificate of formation or written operating agreement or by private agreement, that price controls. If the price is not so established, the limited liability company shall acquire the membership interest in accordance with Section
79-29-912
. If the disqualified person rejects the limited liability company's purchase offer made pursuant to Section
79-29-912
, either the person or the limited liability company may commence a proceeding under Section
79-29-913
to determine the price of the membership interest.
(3)
This section does not require the acquisition of membership interests in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. A member who becomes a disqualified person shall notify the limited liability company promptly.
(4)
This section and Section
79-29-912
do not prevent or relieve a professional limited liability company from paying pension benefits or other deferred compensation for services rendered to a former member if otherwise permitted by law.
(5)
A provision for the acquisition of membership interests contained in a professional limited liability company's certificate of formation or operating agreement, or in a private agreement, is specifically enforceable.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-912 - Acquisition procedure

(1)
If membership interests must be acquired under Section
79-29-911
, the professional limited liability company shall deliver a written notice to the executor or administrator of the estate of its deceased member, or to the disqualified person or transferee, offering to purchase the membership interest at a price the limited liability company believes represents the membership interests' fair value as of the date of death, disqualification or transfer. The offer notice must be accompanied by the limited liability company's balance sheet for the most recent fiscal year ending prior to the date of death or disqualification, an income statement for that fiscal year, a reconciliation of members' capital accounts for that fiscal year, and the latest available interim financial statements, if any.
(2)
The disqualified person has thirty (30) days from the effective date of the notice to accept the limited liability company's offer or demand that the limited liability company commence a proceeding under Section
79-29-913
to determine the fair value of the disqualified person's membership interest. If the individual accepts the offer, the limited liability company shall make payment for the membership interests within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of the disqualified person's membership interest to the limited liability company.
(3)
After the limited liability company makes payment for the membership interest, the disqualified person has no further interest in the 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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-913 - Court action to appraise membership interests

(1)
If the disqualified member does not accept the professional limited liability company's offer under Section
79-29-912(2)
within the thirty-day period, the member during the following thirty-day period may deliver a written notice to the professional limited liability company demanding that it commence a proceeding to determine the fair value of the membership interest. The professional limited liability company may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the member may commence a proceeding against the professional limited liability company to determine the fair value of the disqualified person's membership interest.
(2)
The professional limited liability company or disqualified member shall commence the proceeding in the chancery court of the county where the professional limited liability company's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the professional limited liability company does not have a principal office in this state. The professional limited liability company shall make the disqualified person a party to the proceeding as in an action against the disqualified person's membership interest. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(3)
The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(4)
The disqualified member is entitled to judgment for the fair value of the disqualified person's membership interest determined by the court as of the date of death, disqualification or transfer, together with interest from that date at a rate found by the court to be fair and equitable.
(5)
The court may order the judgment paid in installments determined by the court.
(6)
"Fair value" means the value of the membership interest of the professional limited liability company determined:
(a)
Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
(b)
Without discounting for lack of marketability or minority status.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 117, eff. 1/1/2013.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-914 - Court costs and fees of experts

(1)
The court in an appraisal proceeding commenced under Section
79-29-913
shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional limited liability company. But the court may assess costs against the disqualified member, in an amount the court finds equitable, if the court finds the member acted arbitrarily, vexatiously or not in good faith in refusing to accept the limited liability company's offer.
(2)
The court may also assess the fees and expenses of counsel and experts for the disqualified member against the limited liability company and in favor of the disqualified member if the court finds that the fair value of the disqualified member's membership interest substantially exceeded the amount offered by the limited liability company or that the limited liability company did not make an offer.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-915 - Cancellation of disqualified membership interests

If the membership interest of a disqualified person is not acquired under Section
79-29-912
or
79-29-913
within ten (10) months after the death of the member or within five (5) months after the disqualification or transfer, the professional limited liability company shall immediately cancel the membership interest on its books and the disqualified person has no further interest as a member in the limited liability company other than the disqualified member's right to payment of the fair value of the membership interest under Section
79-29-912
or
79-29-913
.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-917 - Voting of membership interests

(1)
Only a qualified person may be appointed a proxy to vote the membership interest of a professional limited liability company.
(2)
A voting trust with respect to membership interests of a professional limited liability company is not valid unless all of its trustees and beneficiaries are qualified persons. If a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-918 - Confidential relationship

(1)
The relationship between an individual rendering professional services as an employee of a domestic or foreign professional limited liability company and the individual's client or patient is the same as if the individual were rendering the services as a sole practitioner.
(2)
The relationship between a domestic or foreign professional limited liability company and the client or patient for whom its employee is rendering professional services is the same as that between the client or patient and the employee.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-919 - Privileged communications

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of this state is not affected by this article. The privilege applies to a domestic or foreign professional limited liability company and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the limited liability company and the person receiving the services.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-920 - Responsibility for professional services

(1)
Each individual who renders professional services as an employee of a domestic or foreign professional limited liability company is liable for a negligent or wrongful act or omission in which the member personally participates to the same extent as if the member rendered the services as a sole practitioner. A member or an employee of a domestic or foreign professional limited liability company is not liable, however, for the conduct of other members or employees of the limited liability company, except a person under the member's direct supervision and control, while rendering professional services on behalf of the professional limited liability company to the person for whom such professional services were being rendered.
(2)
A domestic or foreign professional limited liability company whose employees perform professional services within the scope of their employment or of their apparent authority to act for the limited liability company is liable to the same extent as its employees.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-921 - Merger

(1)
If all the members of the disappearing and surviving limited liability companies, unless prohibited by certificate of formation or the operating agreement, are qualified to be members of the surviving limited liability company, a professional limited liability company may merge with another domestic or foreign professional limited liability company or with a domestic or foreign limited liability company.
(2)
If the surviving limited liability company is to render professional services in this state, it must comply with this article.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-922 - Termination of professional activities

If a professional limited liability company ceases to render professional services, it must amend its certificate of formation to delete references to rendering professional services and to conform its name to the requirements of Section
79-29-109
. After the amendment becomes effective the limited liability company may continue in existence as a limited liability company under this chapter other than the provisions of this article.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-923 - Judicial dissolution

The Attorney General may commence a proceeding under Section
79-29-803
to dissolve a professional limited liability company if:
(a)
The Secretary of State or a licensing authority with jurisdiction over a professional service described in the limited liability company's certificate of formation serves written notice on the limited liability company under Section
79-35-13
that it has violated or is violating a provision of this article;
(b)
The limited liability company does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under Section
79-35-13
; and
(c)
The Secretary of State or licensing authority certifies to the Attorney General a description of the violation, that it notified the limited liability company of the violation, and that the limited liability company did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 118, eff. 1/1/2013.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-924 - Authority to transact business

(1)
A foreign professional limited liability company may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(2)
A foreign professional limited liability company may not obtain a certificate of authority unless:
(a)
Its name satisfies the requirements of Section
79-29-908
;
(b)
It is formed for one or more of the purposes described in Section
79-29-904
; and
(c)
All of its members would be qualified persons if the foreign professional limited liability company were a domestic professional 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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-925 - Application for certificate of authority

The application of a foreign professional limited liability company for a certificate of authority to render professional services in this state must contain the information called for by Section
79-29-1003
and in addition include a statement that all of its members meet the requirements of Section
79-29-924
.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-926 - Revocation of certificate of authority

The Secretary of State may administratively revoke the certificate of authority of a foreign professional limited liability company authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in the limited liability company's certificate of formation certifies to the Secretary of State that the limited liability company has violated or is violating a provision of this article and describes the violation. Such administrative revocation may be challenged by the foreign professional limited liability company in the chancery court of the county where the foreign professional limited liability company maintains its principal place of 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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-930 - Rulemaking by licensing authority

Each licensing authority is empowered to promulgate rules expressly authorized by this article if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-931 - Licensing authority's regulatory jurisdiction

This article does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct.
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 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 79-29-901 — 79-29-933) › Section 79-29-933 - Application to existing professional limited liability companies

(1)
This article does not apply to a limited liability company now existing or later formed under a law of this state that is not a professional limited liability company unless the limited liability company elects professional limited liability company status under Section
79-29-903
.
(2)
This article does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
(3)
Unless otherwise specifically provided by an amendment to the certificate of formation, for professional limited liability companies in existence on July 1, 1995, Sections
79-29-912
,
79-29-913
and
79-29-914
shall be applied by substituting the term "book value" for the term "fair value" in such sections only. Book value shall be determined from the books and records of the professional limited liability company in accordance with the regular method of accounting used by the professional limited liability company and shall be determined as of the end of the month immediately preceding the death or disqualification of the member.
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 79-29-1001 - Law governing

(1)
Subject to the Constitution of this state, the laws of the state or country or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members, and a foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state.
(2)
A foreign limited liability company shall be subject to Section
79-29-117
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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1002 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 68; Laws, 1995, ch. 362, § 12; Laws, 1997, ch. 418, § 38, eff. 7/1/1997.
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 79-29-1003 - Registrations; application to register foreign limited liability companies

(1)
Before transacting business in this state, a foreign limited liability company, including a foreign limited liability company formed to render professional services, shall register with the Secretary of State. In order to register, a foreign limited liability company shall deliver the application for registration of the foreign limited liability company to the Office of the Secretary of State for filing, signed by a person with authority to do so under the laws of the state, country or other jurisdiction of its formation who is either a member, manager or officer of the foreign limited liability company and setting forth:
(a)
The name of the foreign limited liability company which must meet the requirements of Section
79-29-1007
and, if different, the name under which it proposes to transact business in this state which must meet the requirements of Section
79-29-1007
;
(b)
The state or other jurisdiction and date of its formation and a statement that, as of the date of filing, the foreign limited liability company validly exists as a limited liability company under the laws of the jurisdiction of its formation;
(c)
The information required by Section
79-35-13
;
(d)
[Reserved]
(e)
The date on which the foreign limited liability company first did, or intends to do, business in the State of Mississippi;
(f)
The address of the office required to be maintained in the state or other jurisdiction of its formation by the laws of that state or other jurisdiction or, if not so required, the address of the principal office of the foreign limited liability company;
(g)
If the foreign limited liability company is to have a specific date of dissolution, the latest date upon which the foreign limited liability company is to dissolve; and
(h)
Any other matters the manager or members determine to include therein.
The person signing the application shall state the person's name, the capacity in which the person signs and the street and mailing address of the person beneath or opposite the person's signature. A document required or permitted to be delivered to the Office of the Secretary of State for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing by the Secretary of State.
(2)
The foreign limited liability company shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other public official having custody of corporate records in the state or country under whose law it is formed.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 119, eff. 1/1/2013.
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 79-29-1004 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 70, 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1005 - Issuance of registration

If the Secretary of State finds that an application for registration meets the requirements of Sections
79-29-1003
and
79-29-1007
and all requisite fees as provided in Section
79-29-1203
have been paid, the Secretary of State shall:
(a)
Certify that the application has been filed in the Secretary of State's office by endorsing upon the signed application the word "Filed" and the date and time of the filing. This endorsement is conclusive evidence of the date and time of its filing in the absence of actual fraud;
(b)
File the application; and
(c)
Return a copy to the person who delivered it for filing or that person's representative.
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 79-29-1006 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 72; Laws, 1997, ch. 418, § 41, eff. 7/1/1997.
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 79-29-1007 - Name

A foreign limited liability company shall register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited liability company" or the abbreviation "L.L.C." or "LLC" and that could be registered by a domestic 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1008 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 74, 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1009 - Changes and amendments

If any statement, arrangements or other facts described in the application for registration of a foreign limited liability company have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly amend the application by delivering to the Office of the Secretary of State for filing a certificate of amendment that includes the amendment to the certificate correcting such statement, signed and acknowledged by a person authorized to do so under the laws of the state or other jurisdiction of its formation who is either a member, manager or officer of the foreign limited liability company, together with a fee as set forth in Section
79-29-1203
.
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 79-29-1010 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 76, 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1011 - Cancellation of registration

(1)
A foreign limited liability company registered under this chapter shall cancel its registration upon completion of the winding-up of its affairs.
(2)
A foreign limited liability company may cancel its registration whenever it ceases transacting business in this state.
(3)
Registration is canceled by delivering to the Office of the Secretary of State for filing a certificate of cancellation signed by a person authorized to do so under the laws of the state or other jurisdiction of its formation and paying the fee set forth in Section
79-29-1203
.
(4)
A cancellation revokes the authority of the registered agent for service of process designated pursuant to Section
79-29-1003
and operates as a consent that the Secretary of State may accept service of process on the foreign limited liability company with respect to causes of action arising out of the transaction of 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1013 - Transaction of business without registration

(1)
A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
(2)
The failure of a foreign limited liability company to register in this state does not:
(a)
Impair the validity of any contract or act of the foreign limited liability company;
(b)
Impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(c)
Prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of this state.
(3)
A member of a foreign limited liability company is not liable for the debts, obligations or liabilities of the foreign limited liability company solely by reason of the foreign limited liability company having transacted business in this state without registration.
(4)
By transacting business in this state without registration, a foreign limited liability company appoints the Secretary of State as its registered agent for service of process with respect to causes of action arising out of the transaction of 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1015 - Transactions not constituting transacting business

(1)
The following activities of a foreign limited liability company, among others, do not constitute transacting business in this state within the meaning of this article:
(a)
Maintaining, defending, or settling any proceeding;
(b)
Holding meetings of its members or managers or carrying on any other activities concerning its internal affairs;
(c)
Maintaining bank accounts;
(d)
Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
(e)
Selling through independent contractors;
(f)
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;
(g)
Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(h)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts and holding, protecting and maintaining property so acquired;
(i)
Owning, without more, real or personal property;
(j)
Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or
(k)
Transacting business in interstate commerce.
(2)
A foreign limited liability company shall not be considered to be transacting business in this state solely because it:
(a)
Is a shareholder in a corporation or a foreign corporation that transacts business in this state;
(b)
Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or
(c)
Is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
(3)
This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this state or to regulation under any other law of this state.
(4)
A foreign limited liability company which is a general partner of any general or limited partnership, which partnership is transacting business in this state, is hereby declared to be transacting 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 10 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 79-29-1001 — 79-29-1029) › Section 79-29-1017 - Action by Attorney General

The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.
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 79-29-1019 - Execution; liability

Section
79-29-207(4)
shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.
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 79-29-1021 - Administrative revocation of registration of foreign limited liability company

(1)
The Secretary of State may commence a proceeding under Section
79-29-1023
to administratively revoke the registration of a foreign limited liability company authorized to transact business in this state if:
(a)
The foreign limited liability company does not pay within sixty (60) days after they are due any fees imposed by this chapter or other law;
(b)
The foreign limited liability company does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;
(c)
The foreign limited liability company is without a registered agent in this state for sixty (60) days or more;
(d)
The foreign limited liability company 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;
(e)
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 company is organized stating that it has been dissolved or ceased to exist as the result of a merger;
(f)
The Department of Revenue notifies the Secretary of State that the limited liability company is delinquent in any payments or tax owed by the limited liability company to the State of Mississippi; or
(g)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the foreign limited liability company to the Secretary of State pursuant to this chapter.
(2)
The Secretary of State may not administratively revoke a registration of a foreign limited liability company unless the Secretary of State sends the foreign limited liability company notice of the administrative revocation under Section
79-29-1023
, at least sixty (60) days before its effective date, by a record addressed to its registered agent, or to the foreign limited liability company if the foreign limited liability company fails to appoint and maintain a proper agent in this state. The notice must specify the cause for the administrative revocation of the registration. The authority of the foreign limited liability company to transact business in this state ceases on the effective date of the administrative revocation unless the foreign limited liability company cures the failure before that date.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Amended by Laws, 2020, ch. 341, SB 2510,§ 1, eff. 6/23/2020.
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 79-29-1025 - Administrative revocation of registration, appeal and reinstatement

(1)
A foreign limited liability company whose registration is administratively revoked under Section
79-29-1021
may apply to the Secretary of State for reinstatement at any time after the effective date of such administrative revocation. The application must:
(a)
Recite the name of the foreign limited liability company and the effective date of the administrative revocation;
(b)
State that the ground or grounds for administrative revocation either did not exist or have been eliminated; and
(c)
State that the foreign limited liability company's name satisfies the requirements of Section
79-29-1007
.
(2)
If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall reinstate the registration of a foreign limited liability company, prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate of reinstatement, and serve the foreign limited liability company with a copy of the certificate of reinstatement under Section
79-35-13
, except that such certificate may be served by first-class mail.
(3)
When the reinstatement is effective:
(a)
The reinstatement relates back to and takes effect as of the effective date of the administrative revocation;
(b)
Any liability incurred by the foreign limited liability company or a member after the administrative revocation and before the reinstatement shall be determined as if the administrative revocation had never occurred; and
(c)
The foreign limited liability company may resume carrying on its business as if the administrative revocation had never occurred.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 121, eff. 1/1/2013.