Title 79, Corporations, Associations, and Partnerships

(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…

(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 p…

(1) Each member of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished at what time and location and at whose expense, as may be set forth in an operating agreement or ot…

(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.…

(a) 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…

(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 emplo…

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 manag…

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.

(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 …

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. P…

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 operatin…

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 …

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 inter…

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 re…

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 …

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 agr…

(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 it…

(1) A member or manager who votes for or assents to a distribution in violation of the certificate of formation or operating agreement or Section 79-29-609 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been d…

A financial interest in a limited liability company is intangible personal property. A member has no interest in specific limited liability company property.

(1) A financial interest is assignable, in whole or in part. The assignee of a member’s financial interest shall have no right to participate in the management of the business and affairs of a limited liability company except as provided in an operating agreement and upon:(a) The…

(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…