reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 2 - FORMATION, CERTIFICATE OF FORMATION (§§ 79-29-201 — 79-29-233) › Section 79-29-221 - Merger of limited liability company

(1)
One or more domestic limited liability companies may merge with a domestic or foreign entity pursuant to an agreement of merger.
(2)
A domestic or foreign entity may be a party to the merger, or may be created by the terms of the agreement of merger, only if:
(a)
The merger is permitted by the laws under which the entity is organized or by which it is governed; and
(b)
In effecting the merger, the entity complies with such laws and with its organizational documents.
(3)
The agreement of merger must include:
(a)
The name of each entity that will merge and the name of the entity that will be the survivor of the merger;
(b)
The terms and conditions of the merger;
(c)
The manner and basis of converting the interests of each merging entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;
(d)
The organizational documents of any entity to be created by the merger, or if a new entity is not to be created by the merger, any amendments to the survivor's organizational documents; and
(e)
Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the organizational documents of any such party.
(4)
The terms described in subsections (3)(b) and (3)(c) of this section may be made dependent on facts ascertainable outside the agreement of merger, provided that those facts are objectively ascertainable. The term "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person, including the limited liability company.
(5)
The agreement of merger may also include a provision that the agreement of merger may be amended prior to filing the certificate of merger with the Secretary of State, provided that if the members of a domestic limited liability company that is a party to the merger are required or permitted to vote on the agreement of merger, the agreement of merger must provide that subsequent to approval of the agreement of merger by such members the agreement of merger may not be amended to:
(a)
Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, or other property to be received by the owners of interests in any party to the merger upon conversion of their interests under the agreement of merger;
(b)
Change the organizational documents of any other entity that will survive or be created as a result of the merger; or
(c)
Change any of the other terms or conditions of the agreement of merger if the change would adversely affect such members in any material respect.
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 79-29-223 - Action on an agreement of merger

In the case of a limited liability company that is a party to a merger:
(a)
The agreement of merger must be adopted by the members in accordance with subsection (c) of this section.
(b)
Unless the agreement of merger is not required to be approved by the members, the limited liability company must notify each member and each owner of a financial interest, whether or not entitled to vote, of the meeting of members at which the agreement of merger is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the agreement of merger and must contain or be accompanied by a copy or summary of the agreement of merger. If the limited liability company is to be merged into an existing entity, the notice shall also include or be accompanied by a copy or summary of the organizational documents of that entity. If the limited liability company is to be merged into an entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the organizational documents of the new entity.
(c)
Approval of the agreement of merger requires the approval of at least a majority of the votes entitled to be cast on the agreement of merger, and, if any class or series of interests is entitled to vote as a separate group on the agreement of merger, the approval of at least a majority of the votes entitled to be cast on the merger by that voting group.
(d)
Separate voting by voting groups is required:
(i)
On an agreement of merger, by each class or series of interests that:
1.
are to be converted, pursuant to the provisions of the agreement of merger, into shares or other securities, interests, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; or
2.
would have a right to vote as a separate group on a provision in the agreement of merger that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups under the certificate of formation or operating agreement;
(ii)
On an agreement of merger, if the voting group is entitled under the certificate of formation or operating agreement, to vote as a voting group to approve an agreement of merger.
(e)
If as a result of a merger one or more members or owners of a financial interest of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any entity, approval of the agreement of merger shall require the execution, by each such member and owner of a financial interest, of a separate written consent to become subject to such personal liability.
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 79-29-225 - Certificate of merger

After an agreement of merger has been adopted and approved as required by this chapter, a certificate of merger shall be executed on behalf of each party to the merger by an authorized person. The certificate shall set forth:
(a)
The names and jurisdictions of formation or organization of the parties to the merger and the date on which the merger occurred or is to be effective;
(b)
If the formation document of the survivor of a merger is amended, or if a new entity is created as a result of a merger, the amendments to the formation document of the survivor or the formation document of the new entity;
(c)
A statement that the agreement of merger was duly approved by the members and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by this chapter and the certificate of formation and operating agreement;
(d)
As to each entity that was a party to the merger, a statement that the agreement of merger and the performance of its terms were duly authorized by all action required by the laws under which the entity is organized, or by which it is governed, and by its organizational documents; and
(e)
The future effective date of the merger, which shall be a date or time certain not later than the ninetieth day after the date it is filed, if it is not to be effective upon the filing of the certificate of merger.
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 79-29-227 - Effect of merger

(1)
When a merger becomes effective:
(a)
The entity that is designated in the agreement of merger as the survivor continues or comes into existence, as the case may be;
(b)
The separate existence of every entity that is merged into the survivor ceases;
(c)
All property owned by, and every contract right possessed by, each entity that merges into the survivor is vested in the survivor without reversion or impairment;
(d)
All liabilities of each entity that is merged into the survivor are vested in the survivor;
(e)
The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(f)
The organizational documents of the survivor are amended to the extent provided in the agreement of merger;
(g)
The organizational documents of a survivor that is created by the merger become effective; and
(h)
The interests in an entity that is a party to a merger that are to be converted under the agreement of merger into shares interests, obligations, rights to acquire securities, other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such interests are entitled only to the rights provided to them in the agreement of merger or to any rights they may have under Section
79-29-231
.
(2)
Any member or owner of a financial interest of a domestic limited liability company that is a party to a merger who, prior to the merger, was liable for the liabilities or obligations of such limited liability company shall not be released from such liabilities or obligations by reason of the merger.
(3)
Upon a merger becoming effective, a foreign entity that is the survivor of the merger is deemed to:
(a)
Appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of the members and owners of a financial interest of each domestic limited liability company that is a party to the merger who exercise appraisal rights; and
(b)
Agree that it will promptly pay the amount, if any, to which such members and owners of a financial interest are entitled under Section
79-29-231
.
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 79-29-229 - Abandonment of a merger

(1)
Unless otherwise provided in an agreement of merger or in the laws under which a domestic or foreign entity that is a party to a merger is organized or by which it is governed, after the agreement of merger has been adopted and approved as required by this chapter, and at any time before the merger has become effective, it may be abandoned by any party thereto without action by the party's owners of interests, in accordance with any procedures set forth in the agreement of merger or, if no such procedures are set forth in the agreement of merger, in the manner determined by the entity subject to any contractual rights of other parties to the merger.
(2)
If a merger is abandoned under subsection (1) of this section after a certificate of merger has been filed with the Secretary of State but before the merger has become effective, a statement that the merger has been abandoned in accordance with this subsection, executed on behalf of a party to the merger by any authorized person shall be delivered to the Secretary of State for filing prior to the effective date of the merger. Upon filing, the statement shall take effect and the merger shall be deemed abandoned and shall not become effective.
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 79-29-233 - Action on an agreement to sell, lease, exchange or otherwise dispose of assets

In the case of a limited liability company that is a party to an agreement outside the ordinary course of the limited liability company's activities to sell, lease, exchange, or otherwise dispose of assets if the disposition would leave the limited liability company without a significant continuing business activity, as such term is defined in Section
79-29-231(3)(a)(ii)
:
(a)
The agreement, referred to herein as the "asset sale agreement," must be approved by the members in accordance with subsection (c) of this section.
(b)
Unless the asset sale agreement is not required to be approved by the members, the limited liability company must notify each member and each owner of a financial interest, whether or not entitled to vote, of the meeting of members at which the asset sale agreement is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the asset sale agreement and must contain or be accompanied by a copy or summary of the asset sale agreement.
(c)
Approval of the asset sale agreement requires the approval of at least a majority of the votes entitled to be cast on the asset sale agreement, and, if any class or series of interests is entitled to vote as a separate group on the asset sale agreement, the approval of at least a majority of the votes entitled to be cast on the asset sale agreement by that voting group.
(d)
Separate voting by voting groups is required:
(i)
On an asset sale agreement, by each class or series of interests that would have a right to vote as a separate group on a provision in the asset sale agreement that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups under the certificate of formation or operating agreement;
(ii)
On an asset sale agreement, if the voting group is entitled under the certificate of formation or operating agreement, to vote as a voting group to approve an asset sale agreement.
(e)
If as a result of the asset disposition one or more members or owners of a financial interest would become subject to personal liability for the obligations or liabilities of any entity, approval of the asset sale agreement shall require the execution, by each such member and owner of a financial interest, of a separate written consent to become subject to personal liability.
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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-302 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 23, 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-303 - Withdrawal of member and expulsion of member

A member may withdraw from a limited liability company only at the time or upon the happening of events specified in a written operating agreement and in accordance with the written operating agreement or upon the written consent of all the members. Notwithstanding anything to the contrary under applicable law, unless the certificate of formation or a written operating agreement provides otherwise, a member may not withdraw from a limited liability company prior to the dissolution and winding-up of the limited liability company without the written consent of all of the members of the limited liability company. Unless otherwise provided by the certificate of formation or written operating agreement, a limited liability company has no power to expel a member. Except as otherwise provided by the certificate of formation or written operating agreement, a member who has withdrawn from or been expelled from a limited liability company ceases to be a member of the limited liability company and ceases to have any governance rights.
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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-304 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 25, 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-305 - Management of limited liability company

The management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than fifty percent (50%) of the said percentage or other interest in the profits controlling; provided however, that if an operating agreement provides for the management, in whole or in part, of a limited liability company by a manager or managers, the management of the limited liability company, to the extent so provided, shall be vested in the manager or managers who shall be chosen in the manner provided in the operating agreement.
A member of a member-managed limited liability company has the power and authority to delegate to one or more other persons the member's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of a member or the limited liability company and to delegate by agreement to other persons. The delegation shall not cause the member to cease to be a member of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a member or manager, as the case may be, 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-306 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 27, 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-307 - Agency power of members, managers and officers

(1)
Except as provided in subsection (2) of this section, every member is an agent of the limited liability company for the purpose of conducting its business and affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is a member, binds the limited liability company, unless the member so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the member is dealing has knowledge of the fact that the member has no such authority.
(2)
If the certificate of formation or operating agreement provides that management of the limited liability company is vested in a manager or managers then except as otherwise provided in the certificate of formation or the operating agreement:
(a)
No member, acting solely in the capacity as a member, is an agent of the limited liability company; and
(b)
Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is the manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority.
(3)
Every officer is an agent of the limited liability company for the purpose of its business and affairs to the extent the agency authority has been delegated to the officer as provided by the operating agreement, and the act of any officer, including, but not limited to, the execution in the name of the limited liability company of any instrument for apparently carrying on in the ordinary course the business or affairs of the limited liability company of which the person is an officer, binds the limited liability company, unless the officer so acting has, in fact, no authority to act for the limited liability company in the particular matter and the person with whom the officer is dealing has knowledge of the fact that the officer has no such authority.
(4)
No act of a manager, member or officer in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-308 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 29, 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-311 - Liability to third parties

(1)
Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member, manager or officer of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member, acting as a manager or acting as an officer of the limited liability company.
(2)
A member, manager or officer of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member, manager or officer, as applicable, of the limited liability company, except:
(a)
Where the object of the proceeding is to enforce a member's, manager's or officer's right against or liability to the limited liability company; or
(b)
In a derivative action brought pursuant to Article 11 of this chapter.
(3)
Notwithstanding the provisions of subsections (1) and (2) of this section, under an operating agreement or under another agreement, a member, manager or officer may agree to be obligated personally for any or all of the debts, obligations and liabilities 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 3 - MEMBERS (§§ 79-29-301 — 79-29-315) › Section 79-29-313 - Events of bankruptcy

(1)
The certificate of formation or the written operating agreement may provide for events the occurrence of which result in a member either (a) ceasing to have some or all governance rights; (b) ceasing to have some or all financial rights; or (c) ceasing to be a member.
(2)
A person who has ceased to be a member shall continue to have any financial rights that the person had at the time of the event but shall cease to have any governance rights or any other rights.
(3)
Unless otherwise provided in the certificate of formation or written operating agreement or with the written consent of all members, a member ceases to be a member upon the happening of the following events:
(a)
A member:
(i)
makes an assignment for the benefit of creditors;
(ii)
files a voluntary petition in bankruptcy;
(iii)
is adjudicated a bankrupt or insolvent;
(iv)
files a petition or answer seeking for the person any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation;
(v)
files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of the nature described in this subsection (3)(a); or
(vi)
seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or
(b)
If one hundred twenty (120) days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any stay, the appointment is not vacated.
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 4 - MANAGEMENT (§§ 79-29-401 — 79-29-407) › Section 79-29-401 - Management of a limited liability company by a manager or managers

(1)
The certificate of formation or the operating agreement may delegate responsibility for managing a limited liability company to or among one or more managers to the extent provided therein. Managers may also serve as officers to the extent provided in the operating agreement.
(2)
Managers need not be residents of this state or members of the limited liability company. The certificate of formation or the operating agreement may prescribe other qualifications for managers.
(3)
The number of managers shall be fixed by or in the manner provided in the certificate of formation or the operating agreement. The number of managers may be increased or decreased by amendment to, or in the manner provided in, the certificate of formation or the operating agreement.
(4)
Managers shall be elected by the members.
(5)
Any vacancy occurring in the office of manager shall be filled by the vote of the members.
(6)
All managers or any lesser number may be removed in the manner provided in the certificate of formation or the operating agreement. All managers or any lesser number may be removed with or without cause by the vote of the members required to elect such manager or managers.
(7)
Any action required or permitted to be taken by the managers of a limited liability company may be taken upon a majority vote of the managers.
(8)
An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(9)
Meetings of managers may be held by means of telephone or other communications equipment by means of which all persons participating in the meeting can speak to and hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.
(10)
The managers may take action on any matter that is to be voted on, consented to or approved by managers without a meeting, and without a vote with not less than one (1) but not more than ten (10) days' prior notice to all the managers if a consent or consents in writing, setting forth the action so taken, shall be signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted.
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 4 - MANAGEMENT (§§ 79-29-401 — 79-29-407) › Section 79-29-402 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 31, 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 4 - MANAGEMENT (§§ 79-29-401 — 79-29-407) › Section 79-29-403 - Reliance on reports and information

A member, manager, officer or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon:
(a)
The records of the limited liability company; and upon
(b)
Information, opinions, reports or statements, including, information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets, reserves, contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions might properly be paid which are presented by:
(i)
Another manager of the limited liability company;
(ii)
A member of the limited liability company;
(iii)
A liquidating trustee of the limited liability company;
(iv)
An officer of the limited liability company;
(v)
An employee of the limited liability company;
(vi)
Committees of the limited liability company, members or managers; or
(vii)
Any other person as to matters the member, manager, officer or liquidating trustee reasonably believes is within such other person's professional or expert competence.
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 4 - MANAGEMENT (§§ 79-29-401 — 79-29-407) › Section 79-29-405 - Delegation of rights and powers to manage

(1)
The manager of a limited liability company has the power and authority to delegate to one or more other persons the manager's rights and powers to manage and control the business and affairs of the limited liability company, including to delegate to agents, officers and employees of:
(a)
a member,
(b)
a manager or
(c)
the limited liability company, and to delegate by a management agreement or another agreement with, or otherwise to, other persons.
(2)
Such delegation as provided in subsection (1) of this section shall not cause the manager to cease to be a manager of the limited liability company or cause the person to whom any such rights and powers have been delegated to be a manager 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 4 - MANAGEMENT (§§ 79-29-401 — 79-29-407) › Section 79-29-407 - Resignation of manager

An operating agreement may provide that a manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. A manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise payable to the resigning 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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-501 - Form of contribution

The contribution of a member may be in cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT (§§ 79-29-101 — 79-29-1317) › Article 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-502 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 34, 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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-503 - Liability for contributions

(1)
A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member.
(2)
A member is obligated to the limited liability company to perform an enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the value of the stated contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against the member under the operating agreement or applicable law.
(3)
The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by specific consent of all the members. However, a creditor of a limited liability company who extends credit, or otherwise acts in reliance on that obligation after the member signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation to the same extent as the limited liability company could pursuant to this section. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(4)
A certificate of formation or operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make, shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing the defaulting member's proportionate financial or governance interest in the limited liability company, subordinating the defaulting member's financial or governance interests to that of nondefaulting members, forcing a sale of the defaulting member's financial or governance interest, forfeiting the defaulting member's financial or governance interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, fixing the value of the defaulting member's financial or governance interest by appraisal or by formula and redeeming or selling of the defaulting member's financial or governance interest at such value, or other penalty or consequence.
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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-504 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 36, 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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-505 - Sharing of profits and losses

The profits and losses of a limited liability company shall be allocated among the members who own financial interests and other owners of financial interests, and among groups or classes of members, in the manner provided in the certificate of formation or operating agreement. Profits and losses must be allocated on the basis of the agreed value, as stated in the limited liability company records required to be kept pursuant to Section
79-29-115
, of the contributions made by each owner of a financial interest to the extent they have been received by the limited liability company and have not been returned.
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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-507 - Sharing of distributions

Distributions of cash or other assets of a limited liability company must be allocated among the members who own financial interests and other owners of financial interests, and among classes or groups of members, in the manner provided in the certificate of formation or operating agreement. Distributions must be made on the basis of the agreed value, as stated in the limited liability company records required to be kept pursuant to Section
79-29-115
, of the contributions made by each member who owns a financial interest to the extent they have been received by the limited liability company and have not been returned.
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 5 - FINANCE (§§ 79-29-501 — 79-29-509) › Section 79-29-509 - Defense of usury not available

No obligation of a member, manager or officer of a limited liability company to the limited liability company arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member, manager or officer, shall be subject to the defense of usury, and no member, manager or officer shall interpose the defense of usury with respect to any such obligation in any action.
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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-601 - Distributions generally and interim distributions

For purposes of this article, except for Section
79-29-611(1)
which shall apply to any member, any reference to a member of a limited liability company in this article shall mean a member who owns a financial interest and shall not mean a member who does not own a financial interest or hold a financial right in the limited liability company.
Except as provided in this article, to the extent specified in the certificate of formation or the operating agreement and at the times or upon the occurrence of the events specified in the certificate of formation or operating agreement, a member is entitled to receive from a limited liability company distributions before the member's withdrawal from the limited liability company and before the dissolution and winding-up thereof.
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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-602 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 38, 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-603 - Distribution upon withdrawal of member

Except as provided in this article, upon withdrawal any withdrawing member is entitled to receive any distribution to which the member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, the member is entitled to receive, within a reasonable time after withdrawal the fair value of the member's financial interest as of the date of withdrawal based upon the member's right to share in distributions from the limited liability company.
For purposes of this section the fair value of the member's financial interest shall be determined as of the date of withdrawal:
(a)
Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
(b)
Without discounting for lack of marketability or minority status.
The distribution must be accompanied by current financial statements 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-604 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 40, 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-605 - Distribution in kind

A member, regardless of the nature of the person's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. A member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the person exceeds a percentage of that asset which is equal to the percentage in which the person shares in distributions from the limited liability company. Except as provided in the operating agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-606 - [Repealed]

Repealed by Laws, 2010, ch. 532, §§ 3 and and 4, eff.1/1/2011.
Laws, 1994, ch. 402, § 42, 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-607 - Right to distribution

Subject to Sections
79-29-609
and
79-29-813
, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions by 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 6 - DISTRIBUTIONS (§§ 79-29-601 — 79-29-611) › Section 79-29-609 - Limitations on distribution

(1)
No distribution may be made if, after giving effect to the distribution:
(a)
The limited liability company would not be able to pay its debts as they become due in the usual course of business; or
(b)
The limited liability company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other members upon dissolution which are superior to the rights of the member receiving the distribution.
For purposes of this section, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.
(2)
The limited liability company may base a determination that a distribution is not prohibited under subsection (1) of this section either on:
(a)
Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(b)
A fair valuation or other method that is reasonable under the circumstances.
(3)
The effect of a distribution under subsection (1) of this section is measured as of:
(a)
the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or
(b)
the date payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.