Title 79, Corporations, Associations, and Partnerships

(1) On application to a court of competent jurisdiction by a judgment creditor of a member, referred to in this section as the “judgment debtor,” the court may charge the financial interest of the judgment debtor with payment of the unsatisfied amount of the judgment, with intere…

(1) An assignee of a financial interest may become a member with governance interests if and to the extent that: (a) the certificate of formation or operating agreement so provides; (b) all other members consent; or (c) in the case of an assignee of a member’s entire financial in…

(1) If a court of competent jurisdiction adjudges a member to be incompetent, the member’s personal representative may exercise all rights until such time that the member’s competency is regained, including the member’s governance rights, on behalf of the member and any power und…

Sections 75-9-406 and 75-9-408 do not apply to a member’s financial interest in a domestic limited liability company, including the rights, powers and interests arising under the limited liability company’s certificate of formation or operating agreement or under this chapter. To…

(1) A limited liability company is dissolved and its affairs must be wound up upon the first of the following to occur:(a) At the time specified in the certificate of formation;(b) Upon the occurrence of the event specified in the certificate of formation or the written operating…

(1) On application by or for a member, the chancery court for the county in which the principal office of the limited liability company is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the limited liability company does not have a …

(1) If after a hearing the court determines that one or more grounds for judicial dissolution exist, it may enter a decree dissolving the limited liability company and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of t…

Assets of a dissolved limited liability company that should be transferred to a creditor, claimant or member of the limited liability company who cannot be found shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, claimant or member…

(1) A manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members or, if there is more than one (1) class or group of members, then by each class or group of members, in either case, by members who own more tha…

(1) Except as provided in subsections (3), (4) and (5) of this section, after an event causing dissolution of the limited liability company, any member can bind the limited liability company:(a) By any act appropriate for winding-up the limited liability company’s affairs or comp…

(1) Upon the winding-up of a limited liability company, the assets shall be distributed as follows:(a) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whethe…

When the certificate of formation of any limited liability company formed under this chapter shall be dissolved by the filing of a certificate of dissolution, the chancery court, on application of any creditor, member or manager of the limited liability company, or any other pers…

(1) A dissolved limited liability company may dispose of the known claims against it by filing a certificate of dissolution pursuant to Section 79-29-205 and following the procedure described in this section. (2) The dissolved limited liability company shall notify its known clai…

(1) A dissolved limited liability company may publish notice of its dissolution pursuant to this section which requests that persons with claims against the limited liability company present them in accordance with the notice. (2) The notice must:(a) Be published one time in a ne…

(a) The Secretary of State may commence a proceeding under Section 79-29-823 to administratively dissolve a limited liability company if:(a) The limited liability company does not pay within sixty (60) days after they are due any fees imposed by this chapter or other law;(b) The …

(1) If the Secretary of State determines that one or more grounds exist under Section 79-29-821 for administratively dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written notice of the determination under Section 79-…

(1) A limited liability company administratively dissolved under Section 79-29-823 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:(a) Recite the name of the limited liability company and the effectiv…

(1) If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited liability company under Section 79-35-13 with a record that explains the reason or reasons for den…

(a) Notwithstanding the occurrence of an event set forth in Section 79-29-801(1)(a), (b), (c) or (d) of this chapter, the limited liability company shall not be dissolved and its affairs shall not be wound up if, within one hundred twenty (120) days of the effective date of the d…

(1) The dissolution of a limited liability company does not terminate the authority of the registered agent of the limited liability company. (2) The administrative dissolution of a limited liability company shall not impair the validity of any contract, deed, mortgage, security …

The other provisions of this chapter apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with the provisions of this article.

(a) As used in this article, unless the context requires otherwise:(a) “Disqualified person” means an individual, general partnership, professional limited liability company, professional limited liability partnership or other entity that for any reason is or becomes ineligible u…

(1) One or more persons may form a professional limited liability company by delivering to the Secretary of State for filing a certificate of formation which includes a statement that: (a) it is a professional limited liability company; and (b) its purpose is to render the specif…

(1) Except to the extent authorized by subsection (2), a limited liability company may elect professional limited liability company status under Section 79-29-903, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a…

(1) Except as provided in subsection (2) of this section, a professional limited liability company has the powers enumerated in Section 79-29-117(2). (2) A professional limited liability company may be a promoter, general partner, member, associate or manager of a partnership, jo…

(1) A domestic or foreign limited liability company may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (2) Subsection (1) of this section does not:(a) Require an individual employed by a p…

(1) A professional limited liability company may not render any professional service other than the professional service authorized by its certificate of formation. (2) Subsection (1) of this section does not prohibit a professional limited liability company from investing its fu…

(1) The name of a domestic professional limited liability company and of a foreign professional limited liability company authorized to transact business in this state, in addition to satisfying the requirements of Sections 79-29-109 and 79-29-1007:(a) Must contain the words “pro…

(1) No professional limited liability company organized under the provisions of this article may have as a member any person other than:(a) Individuals who are authorized by law in this or another state to render a professional service described in the limited liability company’s…

(1) A member of a professional limited liability company may transfer the member’s membership interests only to qualified persons. Unless otherwise prohibited by the certificate of formation or operating agreement, a member of a professional limited liability company may pledge t…

(1) A professional limited liability company must acquire, or cause to be acquired by a qualified person, a member’s membership interest if:(a) The member dies and the successor in interest to the deceased member is not a qualified person, except as provided in subsection (3) of …

(1) If membership interests must be acquired under Section 79-29-911, the professional limited liability company shall deliver a written notice to the executor or administrator of the estate of its deceased member, or to the disqualified person or transferee, offering to purchase…

(1) If the disqualified member does not accept the professional limited liability company’s offer under Section 79-29-912(2) within the thirty-day period, the member during the following thirty-day period may deliver a written notice to the professional limited liability company …

(1) The court in an appraisal proceeding commenced under Section 79-29-913 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional limited liability c…

If the membership interest of a disqualified person is not acquired under Section 79-29-912 or 79-29-913 within ten (10) months after the death of the member or within five (5) months after the disqualification or transfer, the professional limited liability company shall immedia…

(1) Only a qualified person may be appointed a proxy to vote the membership interest of a professional limited liability company. (2) A voting trust with respect to membership interests of a professional limited liability company is not valid unless all of its trustees and benefi…

(1) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional limited liability company and the individual’s client or patient is the same as if the individual were rendering the services as a sole practitioner. (2…

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of this state is not affected by this article. The privilege applies to a domestic or foreign profession…

(1) Each individual who renders professional services as an employee of a domestic or foreign professional limited liability company is liable for a negligent or wrongful act or omission in which the member personally participates to the same extent as if the member rendered the …

(1) If all the members of the disappearing and surviving limited liability companies, unless prohibited by certificate of formation or the operating agreement, are qualified to be members of the surviving limited liability company, a professional limited liability company may mer…

If a professional limited liability company ceases to render professional services, it must amend its certificate of formation to delete references to rendering professional services and to conform its name to the requirements of Section 79-29-109. After the amendment becomes eff…

(a) The Attorney General may commence a proceeding under Section 79-29-803 to dissolve a professional limited liability company if:(a) The Secretary of State or a licensing authority with jurisdiction over a professional service described in the limited liability company’s certif…

(1) A foreign professional limited liability company may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) A foreign professional limited liability company may not obtain a certificate of authority unless:(a) Its name…

The application of a foreign professional limited liability company for a certificate of authority to render professional services in this state must contain the information called for by Section 79-29-1003 and in addition include a statement that all of its members meet the requ…

The Secretary of State may administratively revoke the certificate of authority of a foreign professional limited liability company authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in the limited liabil…

Each licensing authority is empowered to promulgate rules expressly authorized by this article if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.