Mississippi Code
Article 6 - Dissociation
§ 79-14-601. Dissociation as limited partner

A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
A person is dissociated as a limited partner when:
It is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner;
There has been a transfer of all the person's transferable interest in the partnership, other than:
A transfer for security purposes; or
A charging order in effect under Section 79-14-703 which has not been foreclosed;
The person is an entity and:
The partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, the person has been administratively dissolved, the person's charter or the equivalent has been revoked, or the person's right to conduct business has been suspended by the person's jurisdiction of formation; and
Not later than ninety (90) days after the notification, the statement of dissolution or the equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or the person's charter or the equivalent or right to conduct business has not been reinstated; or
The person is an unincorporated entity that has been dissolved and whose activities and affairs are being wound up;
Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's activities and affairs;
Has committed willfully or persistently, or is committing willfully and persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under Section 79-14-305(a); or
Has engaged or is engaging in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
The partnership is not the surviving entity; or
Otherwise as a result of the merger, the person ceases to be a limited partner;

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