reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 1 - GENERAL PROVISIONS (§§ 79-14-101 — 79-14-122) › Section 79-14-116 - through 79-14-120 - Reserved

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 79-14-121 - Service of process, notice, or demand

Notice or demand required or permitted by law on a limited partnership or foreign limited partnership authorized to transact business in this state is governed by Section
79-35-13
. Service of process is governed by the Mississippi Rules of Civil Procedure.
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 79-14-122 - Delivery of record

(a)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(b)
Delivery to the Secretary of State is effective only when a record is received by the Secretary of State.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-201 - Formation of limited partnership; certificate of limited partnership

(a)
To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.
(b)
A certificate of limited partnership must state:
(1)
The name of the limited partnership, which must comply with Section
79-14-114
;
(2)
The information required by Section
79-35-5
;
(3)
The street and mailing addresses of the limited partnership's principal office;
(4)
The street and mailing addresses of each general partner; and
(5)
Whether the limited partnership is a limited liability limited partnership.
(c)
A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section
79-14-105(c) and (d)
in a manner inconsistent with that section.
(d)
A limited partnership is formed when:
(1)
The certificate of limited partnership becomes effective:
(2)
At least two (2) persons have become partners;
(3)
At least one (1) person has become a general partner; and
(4)
At least one (1) person has become a limited partner.
(e)
Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:
(1)
The partnership agreement shall prevail as to partners and transferees; and
(2)
The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-202 - Amendment or restatement of certificate of limited partnership

(a)
A certificate of limited partnership may be amended or restated at any time.
(b)
To amend its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing an amendment stating:
(1)
The name of the limited partnership;
(2)
The date of filing of its initial certificate; and
(3)
The amendment.
(c)
To restate its certificate of limited partnership, a limited partnership must deliver to the Secretary of State for filing a restatement, designated as such in its heading.
(d)
A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect:
(1)
The admission of a new general partner;
(2)
The dissociation of a person as a general partner; or
(3)
The appointment of a person to wind up the limited partnership's activities and affairs under Section
79-14-802(c) or (d)
.
(e)
If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:
(1)
Cause the certificate to be amended; or
(2)
If appropriate, deliver to the Secretary of State for filing a statement of change under Section
79-35-8
or a statement of correction under Section
79-14-209
.
(f)
A certificate of limited partnership may also be amended by filing articles of merger under Article 11 or a statement of conversion, or domestication under the Mississippi Entity Conversion and Domestication 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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-204 - Signing and filing pursuant to judicial order

(a)
If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing under this chapter does not do so, any other person that is aggrieved may petition the Chancery Court of the First Judicial District of Hinds County, Mississippi to order:
(1)
The person to sign the record;
(2)
The person to deliver the record to the Secretary of State for filing; or
(3)
The Secretary of State to file the record unsigned.
(b)
If a petitioner under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the partnership or foreign partnership a party to the action.
(c)
A record filed under subsection (a)(3) is effective without being signed.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-205 - Liability for inaccurate information in filed record

(a)
If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1)
A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and
(2)
A general partner if:
(A)
The record was delivered for filing on behalf of the partnership; and
(B)
The general partner knew or had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have:
(i)
Effected an amendment under Section
79-14-202
;
(ii)
Filed a petition under Section
79-14-204
; or
(iii)
Delivered to the Secretary of State for filing a statement of change under Section
79-35-8
or a statement of correction under Section
79-14-209
.
(b)
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-206 - Filing requirements

(a)
To be filed by the Secretary of State pursuant to this chapter, a record must be received by the Secretary of State, must comply with this chapter, and satisfy the following:
(1)
The filing of the record must be required or permitted by this chapter.
(2)
The record must be physically delivered in written form unless and to the extent the Secretary of State permits electronic delivery of records.
(3)
The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(4)
The record must be signed by a person authorized or required under this chapter to sign the record.
(5)
The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(b)
If law other than this chapter prohibits the disclosure by the Secretary of State of information contained in a record delivered to the Secretary of State for filing, the Secretary of State shall file the record if the record otherwise complies with this chapter but may redact the information.
(c)
When a record is delivered to the Secretary of State for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the Secretary of State or by that law.
(d)
The Secretary of State may require that a record delivered in written form be accompanied by an identical or conformed copy.
(e)
The Secretary of State may provide forms for filings required or permitted to be made by this chapter, but, except as otherwise provided in subsection (f), their use is not required.
(f)
The Secretary of State may require that a cover sheet for a filing be on a form prescribed by the Secretary of State.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-207 - Effective date and time

Except as otherwise provided in Section
79-14-208
and subject to Section
79-14-209(d)
, a record filed under this chapter is effective:
(1)
On the date and at the time of its filing by the Secretary of State, as provided in Section
79-14-210(b)
;
(2)
On the date of filing and at the time specified in the record as its effective time, if later than the time under paragraph (1);
(3)
At a specified delayed effective date and time, which may not be more than ninety (90) days after the date of filing; or
(4)
If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than ninety (90) days after the date of filing.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-208 - Withdrawal of filed record before effectiveness

(a)
Except as otherwise provided in Article 11, or the Mississippi Entity Conversion and Domestication Act, a record delivered to the Secretary of State for filing may be withdrawn before it takes effect by delivering to the Secretary of State for filing a statement of withdrawal.
(b)
A statement of withdrawal must:
(1)
Be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(2)
Identify the record to be withdrawn; and
(3)
If signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(c)
On filing by the Secretary of State of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-209 - Correcting filed record

(a)
A person on whose behalf a filed record was delivered to the Secretary of State for filing may correct the record if:
(1)
The record at the time of filing was inaccurate;
(2)
The record was defectively signed; or
(3)
The electronic transmission of the record to the Secretary of State was defective.
(b)
To correct a filed record, a person on whose behalf the record was delivered to the Secretary of State must deliver to the Secretary of State for filing a statement of correction.
(c)
A statement of correction:
(1)
May not state a delayed effective date;
(2)
Must be signed by the person correcting the filed record;
(3)
Must identify the filed record to be corrected;
(4)
Must specify the inaccuracy or defect to be corrected; and
(5)
Must correct the inaccuracy or defect.
(d)
A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of Section
79-14-103(d)
and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-210 - Duty of Secretary of State to file; review of refusal to file; delivery of record by Secretary of State

(a)
The Secretary of State shall file a record delivered to the Secretary of State for filing which satisfies this chapter. The duty of the Secretary of State under this section is ministerial.
(b)
When the Secretary of State files a record, the Secretary of State shall record it as filed on the date and at the time of its delivery. After filing a record, the Secretary of State shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
(c)
If the Secretary of State refuses to file a record, the Secretary of State shall, not later than fifteen (15) business days after the record is delivered:
(1)
Return the record or notify the person that submitted the record of the refusal; and
(2)
Provide a brief explanation in a record of the reason for the refusal.
(d)
If the Secretary of State refuses to file a record, the person that submitted the record may petition the Chancery Court of the First Judicial District of Hinds County, Mississippi, to compel filing of the record. The record and the explanation of the Secretary of State of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
(e)
The filing of or refusal to file a record does not:
(1)
Affect the validity or invalidity of record in whole or in part; or
(2)
Create a presumption that the information contained in the record is correct or incorrect.
(f)
Except as otherwise provided by Section
79-35-13
or by law other than this chapter, the Secretary of State may deliver any record to a person by delivering it:
(1)
In person to the person that submitted it;
(2)
To the address of the person's registered agent;
(3)
To the principal office of the person; or
(4)
To another address the person provides to the Secretary of State for delivery.
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 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS (§§ 79-14-201 — 79-14-211) › Section 79-14-211 - Certificate of good standing or registration

(a)
On request of any person, the Secretary of State shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership.
(b)
A certificate under subsection (a) must state:
(1)
The limited partnership's name or the registered foreign limited partnership's name used in this state;
(2)
In the case of a limited partnership:
(A)
That a certificate of limited partnership has been filed and has taken effect;
(B)
The date the certificate became effective;
(C)
The period of the partnership's duration if the records of the Secretary of State reflect that its period of duration is less than perpetual; and
(D)
That:
(i)
No statement of dissolution or statement of administrative dissolution has been filed;
(ii)
The records of the Secretary of State do not otherwise reflect that the partnership has been dissolved or terminated; and
(iii)
A proceeding is not pending under Section
79-14-811
;
(3)
In the case of a registered foreign limited partnership, that it is registered to do business in this state;
(4)
That all fees, taxes, interest, and penalties owed to this state by the limited partnership or the foreign partnership and collected through the Secretary of State have been paid, if:
(A)
Payment is reflected in the records of the Secretary of State; and
(B)
Nonpayment affects the good standing or registration of the partnership or foreign partnership; and
(5)
Other facts reflected in the records of the Secretary of State pertaining to the limited partnership or foreign limited partnership which the person requesting the certificate reasonably requests.
(c)
Subject to any qualification stated in the certificate, a certificate issued by the Secretary of State under subsection (a) may be relied on as conclusive evidence of the facts stated in the certificate.
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 3 - LIMITED PARTNERS (§§ 79-14-301 — 79-14-306) › Section 79-14-301 - Becoming limited partner

(a)
Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
(b)
After formation, a person becomes a limited partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under Article 11;
(3)
With the affirmative vote or consent of all the partners; or
(4)
As provided in Section
79-14-801(a)(4) or (a)(5)
.
(c)
A person may become a limited partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution to the 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 3 - LIMITED PARTNERS (§§ 79-14-301 — 79-14-306) › Section 79-14-302 - No agency power of limited partner as limited partner

(a)
A limited partner is not an agent of a limited partnership solely by reason of being a limited partner.
(b)
A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 3 - LIMITED PARTNERS (§§ 79-14-301 — 79-14-306) › Section 79-14-303 - No liability as limited partner for limited partnership obligations

(a)
A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. This subsection applies regardless of the dissolution of the partnership.
(b)
The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of 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 3 - LIMITED PARTNERS (§§ 79-14-301 — 79-14-306) › Section 79-14-305 - Limited duties of limited partners

(a)
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing.
(b)
Except as otherwise provided in subsection (a), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner.
(c)
If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 3 - LIMITED PARTNERS (§§ 79-14-301 — 79-14-306) › Section 79-14-306 - Person erroneously believing self to be limited partner

(a)
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1)
Causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing; or
(2)
Withdraws from future participation as an owner in the enterprise by signing and delivering to the Secretary of State for filing a statement of negation under this section.
(b)
A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner.
(c)
If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-401 - Becoming general partner

(a)
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners.
(b)
After formation of a limited partnership, a person becomes a general partner:
(1)
As provided in the partnership agreement;
(2)
As the result of a transaction effective under Article 11;
(3)
With the affirmative vote or consent of all the partners; or
(4)
Under Section
79-14-801(a)(3)(B)
following the dissociation of a limited partnership's last general partner.
(c)
A person may become a general partner without:
(1)
Acquiring a transferable interest; or
(2)
Making or being obligated to make a contribution 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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-402 - General partner agent of limited partnership

(a)
Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the general partner did not have authority to act for the partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(b)
An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership only if the act was actually authorized by all the other 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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-403 - Limited partnership liable for general partner's actionable conduct

(a)
A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership.
(b)
If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a general partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the partnership is liable for the loss.
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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-404 - General partner's liability

(a)
Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(b)
A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(c)
A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection applies:
(1)
Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under Section
79-14-406(b)(2)
; and
(2)
Regardless of the dissolution of the partnership.
(d)
The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.
(e)
An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-405 - Actions by and against partnership and partners

(a)
To the extent not inconsistent with Section
79-14-404
, a general partner may be joined in an action against the limited partnership or named in a separate action.
(b)
A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(c)
A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under Section
79-14-404
and:
(1)
A judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2)
The partnership is a debtor in bankruptcy;
(3)
The general partner has agreed that the creditor need not exhaust partnership assets;
(4)
A court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5)
Liability is imposed on the general partner by law or contract independent of the existence of 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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-406 - Management rights of general partner

(a)
Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b)
The affirmative vote or consent of all the partners is required to:
(1)
Amend the partnership agreement;
(2)
Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3)
Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs.
(c)
A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d)
A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or Section
79-14-408(a)
constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e)
A general partner is not entitled to remuneration for services performed for 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 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-408 - Reimbursement; indemnification; advancement; and insurance

(a)
A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the partnership, if the general partner complied with Sections
79-14-406
,
79-14-409
, and
79-14-504
in making the payment.
(b)
A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section
79-14-406
,
79-14-409
, or
79-14-504
.
(c)
In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under subsection (b).
(d)
A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under Section
79-14-105(c)(8)
, the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 4 - GENERAL PARTNERS (§§ 79-14-401 — 79-14-409) › Section 79-14-409 - Standards of conduct for general partners

(a)
A general partner owes to the limited partnership and, subject to Section
79-14-901
, the other partners the duties of loyalty and care stated in subsections (b) and (c).
(b)
The fiduciary duty of loyalty of a general partner includes the duties:
(1)
To account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner:
(A)
In the conduct or winding up of the partnership's activities and affairs;
(B)
From a use by the general partner of the partnership's property; or
(C)
From the appropriation of a partnership opportunity;
(2)
To refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and
(3)
To refrain from competing with the partnership in the conduct or winding up of the partnership's activities and affairs.
(c)
The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or knowing violation of law.
(d)
A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.
(e)
A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.
(f)
All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty.
(g)
It is a defense to a claim under subsection (b)(2) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership.
(h)
If, as permitted by subsection (f) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by subsection (b)(2), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 79-14-501 — 79-14-505) › Section 79-14-501 - Form of contribution

A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit 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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 79-14-501 — 79-14-505) › Section 79-14-502 - Liability for contribution

(a)
A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, termination, or other inability to perform personally.
(b)
If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money equal to the value, as stated in the required information, of the part of the contribution which has not been made.
(c)
The obligation of a person to make a contribution may be compromised only by the affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in subsection (a) without knowledge or notice of a compromise under this subsection, the creditor may enforce the obligation.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 79-14-501 — 79-14-505) › Section 79-14-503 - Sharing of and right to distributions before dissolution

(a)
Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent necessary to comply with a transfer effective under Section
79-14-702
or charging order in effect under Section
79-14-703
.
(b)
A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(c)
A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section
79-14-810(f)
, a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.
(d)
If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
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 5 - CONTRIBUTIONS AND DISTRIBUTIONS (§§ 79-14-501 — 79-14-505) › Section 79-14-505 - Liability for improper distributions

(a)
If a general partner consents to a distribution made in violation of Section
79-14-504
and in consenting to the distribution fails to comply with Section
79-14-409
, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section
79-14-504
.
(b)
A person that receives a distribution knowing that the distribution violated Section
79-14-504
is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section
79-14-504
.
(c)
A general partner against which an action is commenced because the general partner is liable under subsection (a) may:
(1)
Implead any other person that is liable under subsection (a) and seek to enforce a right of contribution from the person; and
(2)
Implead any person that received a distribution in violation of subsection (b) and seek to enforce a right of contribution from the person in the amount the person received in violation of subsection (b).
(d)
An action under this section is barred unless commenced not later than two (2) years after the distribution.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-602 - Effect of dissociation as limited partner

(a)
If a person is dissociated as a limited partner:
(1)
Subject to Section
79-14-704
, the person does not have further rights as a limited partner;
(2)
The person's contractual obligation of good faith and fair dealing as a limited partner under Section
79-14-305(a)
ends with regard to matters arising and events occurring after the person's dissociation; and
(3)
Subject to Section
79-14-704
and Article 11, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(b)
A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 14 - MISSISSIPPI UNIFORM LIMITED PARTNERSHIP ACT (§§ 79-14-101 — 79-14-1301) › Article 6 - DISSOCIATION (§§ 79-14-601 — 79-14-608) › Section 79-14-604 - Power to dissociate as general partner; wrongful dissociation

(a)
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under Section
79-14-603(1)
.
(b)
A person's dissociation as a general partner is wrongful only if the dissociation:
(1)
Is in breach of an express provision of the partnership agreement; or
(2)
Occurs before the completion of the winding up of the limited partnership, and:
(A)
The person withdraws as a general partner by express will;
(B)
The person is expelled as a general partner by judicial order under Section
79-14-603(5)
;
(C)
The person is dissociated as a general partner under Section
79-14-603(7)
; or
(D)
In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c)
A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section
79-14-901
, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the partnership or the other partners.
Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.