reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 22 - MISSISSIPPI AQUACULTURE ACT OF 1988 (§§ 79-22-1 — 79-22-35) › Section 79-22-25 - Management plan to be developed; Aquatic Ventures Center

The department may, as funds are made available by the Legislature, develop an Aquatic Ventures Center.
The center may develop but shall not be limited to the following activities:
(a)
Plan and conduct a program promoting cultured aquatic products and associated technologies, including demonstration, training and technical assistance;
(b)
Disseminate information about the technologies and species suitable for Mississippi and provide informal education relative thereto;
(c)
Produce and coordinate the production of species of aquatic products that can be introduced into the state's waters, particularly its marine waters, to increase recreational and commercial fishing opportunities;
(d)
Encourage expanding or new aquaculture activities which add to the economy of the state;
(e)
Provide an opportunity for all state agencies, universities and colleges and federal agencies that are involved in activities that relate directly or indirectly to aquaculture to participate in the Center's program and to display their products;
(f)
Maintain a coordinated liaison with other aquacultural enterprises, including federal agencies;
(g)
Provide opportunity for Mississippi aquaculture associations to participate in the Center's program to advertise their cultured aquatic products.
(h)
Provide for increased opportunities to market all Mississippi cultured aquatic products.
(i)
Increase tourism to Mississippi by attracting tourists to visit the Center, to stay in hotels and to utilize restaurants and the services provided by other Mississippi businesses.
(j)
Inform aquaculturists of the availability of forming aquatic products marketing associations under the state "Co-operative Aquatic Products Marketing Law" and, as needed, aid them in forming such associations.
(k)
Encourage and authorize the establishment of commercial aquaculture parks where a number of entrepreneur aquaculturists can establish aquaculture ventures. All Mississippi governmental entities, universities and colleges shall provide coordinated support for investors who are citizens of the United States and would like to establish a commercial aquaculture park in Mississippi and who intend to provide for innovative and effective coordinated efforts within the park, as well as among other parks, relative to water resources utilization, production, processing and marketing applicable to cultured aquatic products.
The department may solicit and accept financial and professional support from any private or public sources, including the federal government.
Laws, 1988, ch. 481, § 13; Laws, 1993, ch. 457, § 7, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 22 - MISSISSIPPI AQUACULTURE ACT OF 1988 (§§ 79-22-1 — 79-22-35) › Section 79-22-27 - Order to stop sale or distribution of product found in violation of chapter

The Commissioner of Agriculture and Commerce is authorized, in his discretion, to issue an order to stop the sale or distribution of any product found to be in violation of this chapter. Any order to stop the sale of any product regulated under the provisions of this chapter may be appealed to the Chancery Court of the First Judicial District of Hinds County or the chancery court in the county where the violation occurred within thirty (30) days of receipt of such order.
Laws, 1988, ch. 481, § 14; Laws, 1993, ch. 457, § 8, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 22 - MISSISSIPPI AQUACULTURE ACT OF 1988 (§§ 79-22-1 — 79-22-35) › Section 79-22-29 - Penalties

Any person violating this chapter or any regulation of the department issued under this chapter shall be subject to a fine of not more than One Thousand Dollars ($1,000.00) for each violation nor less than Two Hundred Fifty Dollars ($250.00). In the case of a violation involving the marketing of non-cultured game fish, each fish is counted as a separate violation. When necessary to effect the purposes of this chapter, in addition to all other remedies in law or equity, the Commissioner of Agriculture and Commerce may petition the chancery court for an injunction to prevent any violation of the provisions of this chapter, or the continuance of any such violation, or to enforce compliance herewith. The chancery court is hereby vested with authority to enter jurisdiction on any such petition to determine the cause and to issue process as may be necessary to accomplish the purposes of this chapter. Nothing in this chapter shall be construed as exempting any aquaculture facility from local, state or federal requirements applicable to such facilities.
Laws, 1988, ch. 481, § 15; Laws, 1993, ch. 457, § 9, eff. 7/1/1993.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 22 - MISSISSIPPI AQUACULTURE ACT OF 1988 (§§ 79-22-1 — 79-22-35) › Section 79-22-31 - Application to state educational institutions

State educational institutions shall be subject to the above regulations but shall be exempt from fees.
Laws, 1988, ch. 481, § 16, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 22 - MISSISSIPPI AQUACULTURE ACT OF 1988 (§§ 79-22-1 — 79-22-35) › Section 79-22-33 - Application to catfish farming industry

This chapter shall not apply to the catfish farming industry and the provisions of this chapter shall not be construed to regulate the growing, farming, harvesting, processing and sale of catfish or catfish products which are harvested from privately owned ponds and have been fed commercially prepared feed and have been subject to a quality check before harvesting and processing.
Laws, 1988, ch. 481, § 17, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 23 - COMMERCIAL AND PROPRIETARY INFORMATION (§ 79-23-1) › Section 79-23-1 - Commercial and financial information exempt from provisions of public access; application of Trade Secrets Act

(1)
Commercial and financial information of a proprietary nature required to be submitted to a public body, as defined by paragraph (a) of Section
25-61-3
, by a firm, business, partnership, association, corporation, individual or other like entity, shall be exempt from the provisions of the Mississippi Public Records Act of 1983; provided, however, that nothing herein shall be construed to deny access to such information submitted to a regulatory agency by a public utility that is related to the establishment of, or changes in, rates regulated by such agency.
(2)
Nothing in this section shall be construed to deny a public utility the right to protect trade secrets or confidential commercial or financial information, as provided in subsection (1) of Section
25-61-9
.
(3)
Trade secrets and confidential commercial and financial information of a proprietary nature developed by a college or university under contract with a firm, business, partnership, association, corporation, individual or other like entity shall be exempt from the provisions of the Mississippi Public Records Act of 1983.
(4)
Misappropriation of a trade secret shall be governed by the provisions of Mississippi Uniform Trade Secrets Act, Section
75-26-1
through
75-26-19
.
Laws, 1983, ch. 424, § 22; Laws, 1988, ch. 406, § 2; Laws, 1990, ch. 442, § 17, eff. 7/1/1990.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 25 - MISSISSIPPI SHAREHOLDER PROTECTION ACT (§§ 79-25-1 — 79-25-9) › Section 79-25-1 - Short title

This chapter may be cited as the "Mississippi Shareholder Protection Act".
Laws, 1985, ch. 449, § 1, eff. 7/1/1985.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 25 - MISSISSIPPI SHAREHOLDER PROTECTION ACT (§§ 79-25-1 — 79-25-9) › Section 79-25-5 - Voting requirements

In addition to any vote otherwise required by law, by the certificate of incorporation of the corporation, or by the bylaws of the corporation, a business combination shall be approved by the affirmative vote of at least:
(a)
Eighty percent (80%) of the votes entitled to be cast by outstanding shares of voting stock of the corporation, voting together as a single class; and
(b)
Two-thirds (2/3) of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested shareholder who is (or whose affiliate or associate is) a party to the business combination or an affiliate or associate of the interested shareholder, voting together as a single class.
Laws, 1985, ch. 449, § 2(2), eff. 7/1/1985.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 25 - MISSISSIPPI SHAREHOLDER PROTECTION ACT (§§ 79-25-1 — 79-25-9) › Section 79-25-9 - Severability

In the event that any portion or provision of the Mississippi Shareholder Protection Act (Sections
79-25-1
et seq.) is void, invalid, invalidated or otherwise found to be unenforceable for any reason, such portion or provision shall be deleted from the act and each and all of the remaining portions or provisions of the act shall remain effective, and the act shall be interpreted as if the void, invalid or unenforceable portion or provision never existed.
Laws, 1985, ch. 449, § 2(4), eff. 7/1/1985.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 27 - MISSISSIPPI CONTROL SHARE ACT (§§ 79-27-1 — 79-27-11) › Section 79-27-1 - Short title

This chapter shall be known and may be cited as the "Mississippi Control Share Act."
Laws, 1990, ch. 411, § 1, eff. 1/1/1991.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 27 - MISSISSIPPI CONTROL SHARE ACT (§§ 79-27-1 — 79-27-11) › Section 79-27-3 - Application of chapter; election to be subject to chapter

(1)
This chapter applies to all issuing public corporations in existence on and after January 1, 1991.
(2)
A domestic corporation that is not an issuing public corporation but that has one hundred (100) or more shareholders of record and meets one (1) of the requirements set forth in Section
79-27-5(g)(i)(B)
, or an issuing public corporation to which this chapter does not apply, may elect to be subject to this chapter as an issuing public corporation by amending its articles of incorporation to provide that this chapter shall apply to the corporation as of a specified date and filing the amendment in the office of the Secretary of State on or before such date. Any corporation so electing shall be an "issuing public corporation" for purposes of this chapter.
Laws, 1990, ch. 411, § 2, eff. 1/1/1991.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 27 - MISSISSIPPI CONTROL SHARE ACT (§§ 79-27-1 — 79-27-11) › Section 79-27-7 - Voting power of control shares

(1)
Unless otherwise provided in the articles of incorporation before either a control share acquisition occurs or a disclosure statement is delivered, control shares that are the subject of a control share acquisition have only such voting rights as are accorded under this section.
(2)
Subject to subsections (3) through (5) of this section, the voting power of control shares having voting power of one-fifth (/f1o
5
) or more of all voting power is reduced to zero unless the shareholders of the issuing public corporation approve a resolution pursuant to the procedure set forth in Section
79-27-9
according the shares the same voting rights as they had before they became control shares.
(3)
Except as provided in Section
79-27-9(6)
, the voting power of control shares representing voting power of less than one-fifth (1/5) of all voting power is not affected by this chapter.
(4)
If control shares of the acquiring person previously have been accorded (pursuant to the procedure set forth in Section
79-27-9
) the same voting rights they had before they became control shares, or if such control shares were acquired in a transaction excluded from the definition of "control share acquisition," then only the voting power of control shares acquired in a subsequent control share acquisition by such acquiring person within a higher range of voting power shall be reduced to zero.
(5)
The voting rights of control shares are restored to those accorded such shares prior to the control share acquisition in any of the following circumstances:
(a)
if, by reason of subsequent issuance of shares or other transactions by the issuing public corporation, the voting power of those control shares is reduced to a range of voting power for which approval has been granted or is not required; or
(b)
upon transfer to a person other than an acquiring person; or
(c)
the expiration of three (3) years after the date of a vote of shareholders pursuant to Section
79-27-9
failing to approve the resolution according voting rights to those control shares.
Laws, 1990, ch. 411, § 4, eff. 1/1/1991.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 27 - MISSISSIPPI CONTROL SHARE ACT (§§ 79-27-1 — 79-27-11) › Section 79-27-11 - Acquisition of control shares at time when corporation was not subject to chapter, or pursuant to contract entered into at time when corporation was not subject to chapter

(1)
This section applies to all transactions that, but for Section
79-27-5(e)(iii)(A) and (B)
, would be control share acquisitions in which:
(a)
The acquiring person is or includes an affiliate of the issuing public corporation;
(b)
The corporation has, by a provision in its articles of incorporation adopted within the prior twelve (12) months, elected not to be subject to this chapter; and
(c)
The acquiring person has acquired a majority or more of all voting power.
(2)
Within thirty (30) days after a control share acquisition subject to subsection (1) of this section, the acquiring person must make a written offer to purchase the shares of each remaining shareholder at a price at least equal to the highest price at which the control shares were acquired by the acquiring person within the twelve (12) months immediately preceding the offer.
(3)
Nothing herein shall be construed to preclude the simultaneous application of this section and the Mississippi Shareholder Protection Act, Section
79-25-1
et seq., Mississippi Code of 1972.
Laws, 1990, ch. 411, § 6, eff. 1/1/1991.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-101 - Short title

This chapter shall be known and may be cited as the "Revised Mississippi Limited Liability Company Act."
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-102 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 2, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-103 - Reservation of power to amend or repeal

Any provision of this chapter may be altered from time to time or repealed and all rights of members, managers and officers are subject to this reservation. Unless expressly stated to the contrary in this chapter, including Article 13, any amendment of this chapter shall apply to limited liability companies and members, managers and officers without regard to either the date of the formation of the limited liability company or the date of the enactment of the amendment.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-104 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 4; Laws, 1997, ch. 418, § 26, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-106 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 6; Laws, 1997, ch. 418, § 28, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-107 - Form of notice and written consents

(1)
Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.
(2)
Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, email or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.
(3)
Electronically transmitted written notice by a limited liability company to its members or managers, if in a comprehensible form, is effective when electronically transmitted to the member or manager in a manner authorized by the member or manager, as applicable.
(4)
Written notice that is not electronically transmitted by a limited liability company to its members or managers, if in a comprehensible form, is effective at the earliest of the following:
(a)
When received;
(b)
Five (5) days after its deposit in the United States mail, if mailed postpaid and correctly addressed to the recipients shown in the limited liability company's current list of members and managers;
(c)
On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(5)
Oral notice is effective when communicated if communicated in a comprehensible manner.
(6)
Any notice permitted or required to be made under this chapter or under the operating agreement may be waived at any time.
(7)
A consent transmitted by electronic transmission by a person or by a person authorized to act for the person shall be deemed to be written and signed for purposes 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-108 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 8, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-109 - Name

(1)
The name of each limited liability company as set forth in its certificate of formation:
(a)
Must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC";
(b)
May contain the name of a member or manager;
(c)
Except as authorized by subsection (3) of this section, must be distinguishable upon the records of the Secretary of State from (i) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability partnership or limited liability company that is organized or registered under the laws of this state and which has not been dissolved; and (ii) a name that is reserved or registered in the Office of the Secretary of State for any of the entities named in paragraph (1)(c)(i) of this section which reservation or registration has not expired; and
(d)
May not contain the following words: "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," or any combination or abbreviation thereof, or any words or abbreviations of similar import.
(2)
The Secretary of State shall reject any certificate of formation that does not comply with subsection (1) of this section.
(3)
A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the records in the Office of the Secretary of State from one or more of the names described in subsection (1)(c) of this section. The Secretary of State shall authorize the use of the name applied for if:
(a)
The other domestic or foreign limited liability company, limited partnership, limited liability partnership, corporation or nonprofit corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying limited liability company; or
(b)
The applicant delivers to the Office of the Secretary of State for filing a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Amended by Laws, 2024, ch. 404, HB 1105,§ 1, eff. 7/1/2024.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-110 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 10, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-111 - Reservation of name

(1)
The right to the use of a legal name under Section
79-29-109
may be reserved by:
(a)
A person intending to organize a limited liability company under this chapter and to adopt that name;
(b)
A domestic limited liability company or any foreign limited liability company registered in this state which, in either case, intends to adopt that name;
(c)
A foreign limited liability company intending to register in this state and adopt that name; and
(d)
A person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.
(2)
The reservation shall be made by delivering to the Office of the Secretary of State for filing an application, signed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use as a legal name by a domestic or foreign limited liability company, the Secretary of State shall reserve the name for the exclusive use of the applicant as a legal name for a period of one hundred eighty (180) days. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period. The right to the exclusive use of a reserved name may be transferred to any other person by delivering to the Office of the Secretary of State a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
(3)
The reservation of a specified name may be cancelled by delivering to the Office of the Secretary of State a notice of cancellation, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
(4)
Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this section does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall prepare and return to the person who filed the instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.
(5)
A fee as set forth in Section
79-29-1203
of this chapter shall be paid at the time of the reservation of any name and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Amended by Laws, 2014, ch. 468, SB 2511, 4, eff. 7/1/2014.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-112 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 12, 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-113 - [Repealed]

Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Repealed by Laws, 2012, ch. 382, § 143, eff. 1/1/2013.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-115 - Records to be kept

(1)
Each limited liability company shall keep at its principal place of business the following:
(a)
a current list of the full name and last known street address of each member and manager;
(b)
a copy of the certificate of formation, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(c)
copies of any then effective operating agreement; and
(d)
unless contained in the certificate of formation or the operating agreement, a writing setting out:
(i)
the amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute;
(ii)
the times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; and
(iii)
any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.
(2)
The failure of the limited liability company to maintain the foregoing required records shall not, for this reason, cause any member to be liable for any debt, obligation or liability 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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-117 - Nature of business; powers

(1)
Subject to the provisions of its certificate of formation or the operating agreement and subject to any other laws of this state which govern or limit the conduct of a particular business or activity, a limited liability company may carry on any lawful business, purpose or activity.
(2)
Every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-119 - Governing law

The law of this state governs:
(a)
The internal affairs of a limited liability company; and
(b)
The liability of a member as member, a manager as manager and an officer as officer for the debts, obligations, or other liabilities of a limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-121 - Business transactions of member or manager with the limited liability company

A member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member or manager.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-125 - [Repealed]

Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Repealed by Laws, 2012, ch. 382, § 144, eff. 1/1/2013.
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 1 - GENERAL PROVISIONS (§§ 79-29-101 — 79-29-127) › Section 79-29-127 - Taxation

Domestic limited liability companies and foreign limited liability companies shall be classified as an entity for purposes of the income tax laws of this state in the same manner as they are classified for federal income tax purposes.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-201 - Certificate of formation

(1)
In order to form a limited liability company, a certificate of formation must be signed and delivered to the Office of the Secretary of State. The certificate must set forth:
(a)
The name of the limited liability company;
(b)
The information required by Section
79-35-5(a)
; and
(c)
If the limited liability company is to have a specific date of dissolution, the latest date upon which the limited liability company is to dissolve.
(2)
The certificate of formation may set forth any other matters the members determine to include therein.
(3)
A limited liability company is formed at the date and time of the filing of the certificate of formation by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later date or time specified in the certificate of formation if, in either case, the certificate of formation so filed substantially complies with the requirements of this chapter. A delayed effective date specified in a certificate of formation may not be later than the ninetieth day after the date and time it is filed by the Secretary of State.
(4)
For all purposes, a copy of the certificate of formation duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 108, 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-202 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 14; Laws, 1997, ch. 418, § 30; Laws, 2000, ch. 469, § 43, eff. 7/1/2000.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-203 - Amendment to or restatement of certificate

(1)
A certificate of formation is amended or restated by delivering a certificate of amendment thereto to the Office of the Secretary of State for filing. The certificate shall set forth:
(a)
The name of the limited liability company;
(b)
The future effective date of the amendment or restatement, which must be a date certain not later than the ninetieth day after the date it is filed by the Secretary of State, unless it is effective upon the filing of the certificate of amendment; and
(c)
The amendment to or restatement of the certificate.
(2)
A certificate of formation may be amended or restated at any time for any other proper purpose.
(3)
All members must agree to any amendment to or restatement of the certificate of formation.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-204 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 16; Laws, 1997, ch. 418, § 32, 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-205 - Certificate of dissolution

(1)
A certificate of dissolution must be delivered to the Office of the Secretary of State for filing upon commencement of winding-up of the limited liability company in connection with the dissolution of the limited liability company pursuant to Article 8 of this chapter. A certificate of dissolution must be delivered to the Office of the Secretary of State for filing and must set forth:
(a)
The name of the limited liability company;
(b)
The future effective date of dissolution, which must be a date certain not later than the ninetieth day after it is filed by the Secretary of State, unless it is effective upon the filing of the certificate; and
(c)
Any other information the person delivering the certificate for filing determines.
(2)
The Secretary of State shall not issue a certificate of existence with respect to a limited liability company after the effective date of the certificate of dissolution of such 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-206 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 18; Laws, 1997, ch. 418, § 34, 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-207 - Signing of certificate

(1)
Unless otherwise specified in any other section of this chapter, any document required by this chapter to be delivered to the Office of the Secretary of State for filing shall be signed by any one or more authorized persons.
(2)
The person signing the document shall state the person's name beneath or opposite the person's signature, the capacity in which the person signs and the person's street and mailing address. 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.
(3)
Any person may sign a certificate, an operating agreement or any amendment to either by an agent, including an attorney-in-fact.
(4)
A person commits an offense if the person signs a document with the knowledge that it is false in any material respect with intent that the document be delivered to the Office of the Secretary of State for filing. An offense under this provision is a misdemeanor punishable by a fine not to exceed One Thousand Dollars ($1,000.00).
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-208 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 20, 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-209 - Amendment or dissolution by judicial act

If a person required by this Article 2 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the chancery court of the county in which the principal office is located or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the limited liability company does not have a principal office in this state to direct the signing of the certificate. If the court finds that it is proper for the certificate to be signed and that any person so designated has failed or refused to sign the certificate, it shall order appropriate relief, including an order to the Secretary of State to file an appropriate certificate.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 109, 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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-210 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 2000, ch. 469, § 45, eff. 7/1/2000.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-212 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 2000, ch. 469, § 47, eff. 7/1/2000.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-213 - Correction of filings made with the Secretary of State

In the event that a manager or member becomes aware that any statement in a certificate of formation or any other filing was false or inaccurate when made, or that such filing was defectively or erroneously executed, such member or manager shall then promptly take one (1) of the following actions, as applicable, to correct such filing or certificate:
(a)
If the correction is to be made within one (1) year of the date of the filing to be corrected, then the certificate may be corrected by filing a certificate of correction of the certificate with the Office of the Secretary of State. The certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction, and as to those persons the certificate of correction shall be effective from the filing date; or
(b)
If the correction is to be made after one (1) year of the date of the filing to be corrected then the person shall correct the certificate or filing by filing a certificate of amendment as provided by Section
79-29-203
. Any amendment made pursuant to this subsection (b) shall be effective upon the filing of the certificate of amendment.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-214 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 2000, ch. 469, § 49, eff. 7/1/2000.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-215 - Annual report for Secretary of State

(1)
Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver on such date as may be established by the Secretary of State, to the Secretary of State for filing an annual report that sets forth:
(a)
The name of the limited liability company and the state or country or other foreign jurisdiction under whose law it is organized;
(b)
The name, email address, and street or physical address of its registered agent in this state;
(c)
The address of its principal office;
(d)
The names and business addresses of the managers if manager-managed and the name and address of at least one (1) member if member-managed;
(e)
The names, titles and business addresses of its principal officers, if any;
(f)
A statement as to whether the limited liability company has a written operating agreement; and
(g)
A brief description of the nature of its business.
(2)
Information in the annual report must be current as of the date the annual report is executed on behalf of the limited liability company.
(3)
If an annual report does not contain the information required by this section, the Secretary of State shall notify promptly in writing the reporting limited liability company and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Amended by Laws, 2021, ch. 323, SB 2204,§ 5, eff. 7/1/2021.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-217 - Notice

Certificates of formation and all other documents properly filed and of record with the Office of the Secretary of State constitute notice to the public of all information stated therein.
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 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-219 - Certificate of existence

(1)
The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the Office of the Secretary of State show that the limited liability company has been formed under Section
79-29-201
and a certificate of dissolution or certificate of administrative dissolution pertaining to the limited liability company has not been filed that has become effective. A certificate of existence must state:
(a)
The name of the limited liability company;
(b)
That the limited liability company was duly formed under the laws of this state and the date of formation;
(c)
Whether all fees due under this chapter to the Secretary of State have been paid;
(d)
Whether the limited liability company's most recent annual report required by Section
79-29-215
has been filed with the Secretary of State;
(e)
Whether a certificate of administrative dissolution has been filed;
(f)
Whether a certificate of dissolution has been filed; and
(g)
Other facts of record in the Office of the Secretary of State which are specified by the person requesting the certificate.
(2)
Subject to any qualification stated in the certificate, a certificate of existence issued by the Secretary of State is conclusive evidence that the limited liability company is in existence.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.