Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act

§ 79-14-106. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement - A limited partnership is bound by and may enforce the...

§ 79-14-107. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership - A partnership agreement may specify that its amendment requires the...

§ 79-14-108. Required information - A limited partnership shall maintain at its principal office the...

§ 79-14-109. Dual capacity - A person may be both a general partner and a...

§ 79-14-110. Nature, purpose, and duration of limited partnership - A limited partnership is an entity distinct from its partners....

§ 79-14-111. Powers - A limited partnership has the capacity to sue and be...

§ 79-14-112. Application to existing relationships - Before January 1, 2017, this chapter governs only: Except as...

§ 79-14-113. Supplemental principles of law - Unless displaced by particular provisions of this chapter, the principles...

§ 79-14-114. Permittee names - The name of a limited partnership may contain the name...

§ 79-14-115. Reservation of name - A person may reserve the exclusive use of a legal...

§ 79-14-121. Service of process, notice, or demand - Notice or demand required or permitted by law on a...

§ 79-14-122. Delivery of record - Except as otherwise provided in this chapter, permissible means of...

Article 2 - Formation; Certificate of Limited Partnership and Other Filings

§ 79-14-201. Formation of limited partnership; certificate of limited partnership - To form a limited partnership, a person must deliver a...

§ 79-14-202. Amendment or restatement of certificate of limited partnership - A certificate of limited partnership may be amended or restated...

§ 79-14-203. Signing of records to be delivered for filing to Secretary of State - A record delivered to the Secretary of State for filing...

§ 79-14-204. Signing and filing pursuant to judicial order - If a person required by this chapter to sign a...

§ 79-14-205. Liability for inaccurate information in filed record - If a record delivered to the Secretary of State for...

§ 79-14-206. Filing requirements - To be filed by the Secretary of State pursuant to...

§ 79-14-207. Effective date and time - Except as otherwise provided in Section 79-14-208 and subject to...

§ 79-14-208. Withdrawal of filed record before effectiveness - Except as otherwise provided in Article 11, or the Mississippi...

§ 79-14-209. Correcting filed record - A person on whose behalf a filed record was delivered...

§ 79-14-210. Duty of Secretary of State to file; review of refusal to file; delivery of record by Secretary of State - The Secretary of State shall file a record delivered to...

§ 79-14-211. Certificate of good standing or registration - On request of any person, the Secretary of State shall...

Article 3 - Limited Partners

§ 79-14-301. Becoming limited partner - Upon formation of a limited partnership, a person becomes a...

§ 79-14-302. No agency power of limited partner as limited partner - A limited partner is not an agent of a limited...

§ 79-14-303. No liability as limited partner for limited partnership obligations - A debt, obligation, or other liability of a limited partnership...

§ 79-14-304. Rights to information of limited partner and person dissociated as limited partner - On ten (10) days' demand, made in a record received...

§ 79-14-305. Limited duties of limited partners - A limited partner shall discharge any duties to the partnership...

§ 79-14-306. Person erroneously believing self to be limited partner - Except as otherwise provided in subsection (b), a person that...

Article 4 - General Partners

§ 79-14-401. Becoming general partner - Upon formation of a limited partnership, a person becomes a...

§ 79-14-402. General partner agent of limited partnership - Each general partner is an agent of the limited partnership...

§ 79-14-403. Limited partnership liable for general partner's actionable conduct - A limited partnership is liable for loss or injury caused...

§ 79-14-404. General partner's liability - Except as otherwise provided in subsections (b) and (c), all...

§ 79-14-405. Actions by and against partnership and partners - To the extent not inconsistent with Section 79-14-404, a general...

§ 79-14-406. Management rights of general partner - Each general partner has equal rights in the management and...

§ 79-14-407. Rights to information of general partner and person dissociated as general partner - A general partner may inspect and copy required information during...

§ 79-14-408. Reimbursement; indemnification; advancement; and insurance - A limited partnership shall reimburse a general partner for any...

§ 79-14-409. Standards of conduct for general partners - A general partner owes to the limited partnership and, subject...

Article 5 - Contributions and Distributions

§ 79-14-501. Form of contribution - A contribution may consist of property transferred to, services performed...

§ 79-14-502. Liability for contribution - A person's obligation to make a contribution to a limited...

§ 79-14-503. Sharing of and right to distributions before dissolution - Any distribution made by a limited partnership before its dissolution...

§ 79-14-504. Limitations on distributions - A limited partnership may not make a distribution, including a...

§ 79-14-505. Liability for improper distributions - If a general partner consents to a distribution made in...

Article 6 - Dissociation

§ 79-14-601. Dissociation as limited partner - A person does not have a right to dissociate as...

§ 79-14-602. Effect of dissociation as limited partner - If a person is dissociated as a limited partner: A...

§ 79-14-603. Dissociation as general partner - A person is dissociated as a general partner when: It...

§ 79-14-604. Power to dissociate as general partner; wrongful dissociation - A person has the power to dissociate as a general...

§ 79-14-605. Effect of dissociation as general partner - If a person is dissociated as a general partner: A...

§ 79-14-606. Power to bind and liability of person dissociated as general partner - After a person is dissociated as a general partner and...

§ 79-14-607. Liability of person dissociated as general partner to other persons - A person's dissociation as a general partner does not of...

Article 7 - Transferable Interests and Rights of Transferees and Creditors

§ 79-14-701. Nature of transferable interest - A transferable interest is personal property.

§ 79-14-702. Transfer of transferable interest - A transfer, in whole or in part, of a transferable...

§ 79-14-703. Charging order - On application by a judgment creditor of a partner or...

§ 79-14-704. Power to legal representative of deceased partner - If a partner dies, the deceased partner's legal representative may...

Article 8 - Dissolution and Winding Up

§ 79-14-801. Events causing dissolution - A limited partnership is dissolved, and its activities and affairs...

§ 79-14-802. Winding up - A dissolved limited partnership shall wind up its activities and...

§ 79-14-803. Rescinding dissolution - A limited partnership may rescind its dissolution, unless the chancery...

§ 79-14-804. Power to bind partnership after dissolution - A limited partnership is bound by a general partner's act...

§ 79-14-805. Liability after dissolution of general partner and person dissociated as general partner - If a general partner having knowledge of the dissolution causes...

§ 79-14-806. Known claims against dissolved limited partnership - Except as otherwise provided in subsection (d), a dissolved limited...

§ 79-14-807. Other claims against dissolved limited partnership - A dissolved limited partnership may publish notice of its dissolution...

§ 79-14-808. Court proceedings - A dissolved limited partnership that has published a notice under...

§ 79-14-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred - If a claim against a dissolved limited partnership is barred...

§ 79-14-810. Disposition of assets in winding up; when contributions required - In winding up its activities and affairs, a limited partnership...

§ 79-14-811. Administrative dissolution - The Secretary of State may commence a proceeding under subsection...

§ 79-14-812. Reinstatement - A limited partnership that is administratively dissolved under Section 79-14-811...

§ 79-14-813. Judicial review of denial of reinstatement - If the Secretary of State denies a limited partnership's application...

Article 9 - Actions By Partners

§ 79-14-901. Direct action by partner - Subject to subsection (b), a partner may maintain a direct...

§ 79-14-902. Derivative action - A partner may maintain a derivative action to enforce a...

§ 79-14-903. Proper plaintiff - A derivative action to enforce a right of a limited...

§ 79-14-904. Pleading - In a derivative action, the complaint must state with particularity:

§ 79-14-905. Special litigation committee - If a limited partnership is named as or made a...

§ 79-14-906. Proceeds and expenses - Except as otherwise provided in subsection (b): If a derivative...

Article 10 - Foreign Limited Partnerships

§ 79-14-1001. Governing law - The law of the jurisdiction of formation of a foreign...

§ 79-14-1002. Registration to do business in this state - A foreign limited partnership may not do business in this...

§ 79-14-1003. Foreign registration statement - To register to do business in this state, a foreign...

§ 79-14-1004. Amendment of foreign registration statement - A registered foreign limited partnership shall deliver to the Secretary...

§ 79-14-1005. Activities not constituting doing business - Activities of a foreign limited partnership which do not constitute...

§ 79-14-1006. Noncomplying name of foreign limited partnership - A foreign limited partnership whose name does not comply with...

§ 79-14-1007. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership - A registered foreign limited partnership that converts to a domestic...

§ 79-14-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership - A registered foreign limited partnership that has dissolved and completed...

§ 79-14-1009. Transfer of registration - When a registered foreign limited partnership has merged into a...

§ 79-14-1010. Termination of registration - The Secretary of State may terminate the registration of a...

§ 79-14-1011. Withdrawal of registration of registered foreign limited partnership - A registered foreign limited partnership may withdraw its registration by...

§ 79-14-1012. Action by Attorney General - The Attorney General may maintain an action to enjoin a...

Article 11 - Merger

§ 79-14-1101. Definitions - In this article: For a domestic or foreign general partnership,...

§ 79-14-1106. Merger - A limited partnership may merge with one or more other...

§ 79-14-1107. Action on plan of merger by constituent limited partnership - Subject to Section 79-14-1110, a plan of merger must be...

§ 79-14-1108. Filings required for merger; effective date - After each constituent organization has approved a merger, articles of...

§ 79-14-1109. Effect of merger - When a merger becomes effective: If it is a limited...

§ 79-14-1110. Restrictions on approval of mergers and on relinquishing LLLP status - If a partner of a constituent limited partnership will have...

§ 79-14-1111. Liability of general partner after merger - A merger under this article does not discharge any liability...

§ 79-14-1112. Power of general partners and persons dissociated as general partners to bind organization after merger - An act of a person that immediately before a merger...

§ 79-14-1113. Article not exclusive - This article does not preclude an entity from being converted...

Article 12 - Miscellaneous Provisions

§ 79-14-1201. Uniformity of application and construction - In applying and construing this uniform act, consideration must be...

§ 79-14-1202. Relation to electronic signatures in Global and National Commerce Act - This chapter modifies, limits, and supersedes the Electronic Signatures in...

§ 79-14-1203. Savings clause - This chapter does not affect an action commenced, proceeding brought,...

§ 79-14-1204. Severability clause - If any provision of this chapter or its application to...

Article 13 - Fees

§ 79-14-1301. Fees - Pursuant to this chapter, the Secretary of State shall charge...

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Mississippi Code Title 79 - Corporations, Associations, and Partnerships Chapter 14 - Mississippi Uniform Limited Partnership Act

Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act