Title 79, Corporations, Associations, and Partnerships

(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.

This article does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional c…

(1) This article does not apply to a limited liability company now existing or later formed under a law of this state that is not a professional limited liability company unless the limited liability company elects professional limited liability company status under Section 79-29…

(1) Subject to the Constitution of this state, the laws of the state or country or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members, and a foreign limited liability compan…

(1) Before transacting business in this state, a foreign limited liability company, including a foreign limited liability company formed to render professional services, shall register with the Secretary of State. In order to register, a foreign limited liability company shall de…

(a) If the Secretary of State finds that an application for registration meets the requirements of Sections 79-29-1003 and 79-29-1007 and all requisite fees as provided in Section 79-29-1203 have been paid, the Secretary of State shall:(a) Certify that the application has been fi…

A foreign limited liability company shall register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words “limited liability company” or the abbreviation “L.L.C.” or “LLC” and th…

If any statement, arrangements or other facts described in the application for registration of a foreign limited liability company have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly amend the application by deliver…

(1) A foreign limited liability company registered under this chapter shall cancel its registration upon completion of the winding-up of its affairs. (2) A foreign limited liability company may cancel its registration whenever it ceases transacting business in this state. (3) Reg…

(1) A foreign limited liability company transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (2) The failure of a foreign limited liability company to register in this state does not:…

(1) The following activities of a foreign limited liability company, among others, do not constitute transacting business in this state within the meaning of this article:(a) Maintaining, defending, or settling any proceeding;(b) Holding meetings of its members or managers or car…

The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.

Section 79-29-207(4) shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.

(1) The Secretary of State may commence a proceeding under Section 79-29-1023 to administratively revoke the registration of a foreign limited liability company authorized to transact business in this state if:(a) The foreign limited liability company does not pay within sixty (6…

(1) If the Secretary of State determines that one or more grounds exist under Section 79-29-1021 for administrative revocation of registration, the Secretary of State shall serve the foreign limited liability company with written notice of the determination under Section 79-35-13…

(1) A foreign limited liability company whose registration is administratively revoked under Section 79-29-1021 may apply to the Secretary of State for reinstatement at any time after the effective date of such administrative revocation. The application must:(a) Recite the name o…

(1) If the Secretary of State denies a foreign limited liability company’s application for reinstatement of the registration following administrative revocation, the Secretary of State shall serve the foreign limited liability company with a record that explains the reason or rea…

(1) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited liability company if the records filed in the Office of the Secretary of State show that the foreign limited liability compa…

A member or an owner of a financial interest may bring an action in chancery court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those manager…

(a) In a derivative action, the plaintiff must be a member or an owner of a financial interest at the time of bringing the action and:(a) At the time of the transaction of which the plaintiff complains; or(b) The plaintiff’s status as a member or an owner of a financial interest …

In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member pursuant to Section 79-29-1101 or the reasons for not making the effort.

If the limited liability company commences an inquiry into the allegations made in the complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

(1) A derivative proceeding shall be dismissed by the court on motion by the limited liability company if one of the groups specified in subsection (2) or (6) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based,…

A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the limited liability company’s members or a class of members, the court shall …

(1) If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such action or from a limit…

In any derivative proceeding brought in the courts of this state in the right of a foreign limited liability company, the matters covered by this article shall be governed by this chapter.

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreem…

(1) No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Mississippi:(a) Filing of Reservation of L…

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or appl…

The Secretary of State shall have the powers reasonably necessary to perform the duties required of the Office of the Secretary of State under the provisions of this chapter.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., but does not modify, limit or supersede Section 101(c) of that act, 15 USCS Section 7001(c), or authorize electronic delivery of any …