Mississippi Code
Article 1 - General Provisions
§ 79-37-102. Definitions

As used in this chapter, unless the context otherwise requires:
Propose a transaction subject to this chapter;
Adopt and approve the terms and conditions of the transaction; and
Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
Means:
A business corporation;
A nonprofit corporation;
A general partnership, including a limited liability partnership;
A limited partnership, including a limited liability limited partnership;
A limited liability company;
[Reserved];
[Reserved];
[Reserved];
A statutory trust, business trust, or common-law business trust;
An agricultural association, including an agricultural co-operative marketing association; or
Any other person that has:
A legal existence separate from any interest holder of that person; or
The power to acquire an interest in real property in its own name; and
Does not include:
An individual;
A trust with a predominantly donative purpose or a charitable trust;
An association or relationship that is not an entity listed in subparagraph (A) and is not a partnership under the rules stated in Section 79-13-202(c) or a similar provision of the law of any other jurisdiction;
A decedent's estate; or
A government or a governmental subdivision, agency, or instrumentality.
Receive or demand access to information concerning, or the books and records of, the entity;
Vote for or consent to the election of the governors of the entity; or
Receive notice of or vote on or consent to an issue involving the internal affairs of the entity.
A director of a business corporation;
A director or trustee of a nonprofit corporation;
A general partner of a general partnership;
A general partner of a limited partnership;
A manager of a manager-managed limited liability company;
A member of a member-managed limited liability company;
[Reserved];
[Reserved];
[Reserved];
A trustee of a statutory trust, business trust, or common-law business trust; or
Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
A share in a business corporation;
A membership in a nonprofit corporation;
A partnership interest in a general partnership;
A partnership interest in a limited partnership;
A membership interest in a limited liability company;
[Reserved];
[Reserved];
[Reserved];
A beneficial interest in a statutory trust, business trust, or common-law business trust;
A membership in an agricultural association, including an agricultural co-operative marketing association; or
A governance interest or distributional interest in any other type of unincorporated entity.
A shareholder of a business corporation;
A member of a nonprofit corporation;
A general partner of a general partnership;
A general partner of a limited partnership;
A limited partner of a limited partnership;
A member of a limited liability company;
[Reserved];
[Reserved];
[Reserved];
A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust;
A member of an agricultural association, including an agricultural co-operative marketing association; or
Any other direct holder of an interest.
Personal liability for a liability of an entity that is imposed on a person:
Solely by reason of the status of the person as an interest holder; or
By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
The bylaws of a business corporation;
The bylaws of a nonprofit corporation;
The partnership agreement of a general partnership;
The partnership agreement of a limited partnership;
The operating agreement of a limited liability company;
[Reserved];
[Reserved];
[Reserved];
The bylaws of an agricultural association, including an agricultural co-operative marketing association; and
The trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.
A record evidencing indebtedness and any related agreement in effect on January 1, 2015;
An agreement that is binding on an entity on January 1, 2015;
The organic rules of an entity in effect on January 1, 2015; or
An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2015.
The articles of incorporation of a business corporation;
The articles of incorporation of a nonprofit corporation;
The certificate of limited partnership of a limited partnership;
The certificate of formation of a limited liability company;
[Reserved];
[Reserved];
The articles of association of an agricultural association, including an agricultural co-operative marketing association; and
The certificate of trust of a statutory trust or similar record of a business trust.
To execute or adopt a tangible symbol; or
To attach to or logically associate with the record an electronic symbol, sound, or process.
An assignment;
A conveyance;
A sale;
A lease;
An encumbrance, including a mortgage or security interest;
A gift; and
A transfer by operation of law.
Recognized at common law; or
Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.