Mississippi Limited Liability Company Law

Limited Liability Company – General – Mississippi

Related Mississippi Legal Forms

SELECTIONS FROM STATUTES

The following selections from selected statutes do not represent a comprehensive compilation of the law regulating limited liability companies in Mississippi. The material below is simply a primer of important material for new LLCs. Only selections of some statutes are presented, and some statutes are omitted altogether. The full version of these statutes may be viewed at the Mississippi Secretary of State’s web page.

http://www.sos.state.ms.us/ed_pubs/mscode/

Selections from the Mississippi Limited Liability Company Act

§ 79-29-106. Registered office and registered agent

(1) Each limited liability company must continuously maintain in this state:

(a) A registered office which may be the same as any of its places of business; and

(b) A registered agent for service of process on the limited liability company, which agent must be either an individual resident of this state, a domestic corporation, nonprofit corporation or limited liability company or a foreign corporation, nonprofit corporation or limited liability company authorized to transact business in this state; in each case whose business office is identical with the registered office.

§ 79-29-107. Records to be kept

(1) Each limited liability company shall keep at its principal place of business the following: (a) a current list of the full name and last known street address of each member and manager; (b) a copy of the certificate of formation and all certificates of amendment and restatement thereof, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (c) copies of any then effective limited liability company agreement; and (d) unless contained in the certificate of formation or the limited liability company agreement, a writing setting out: (i) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute; (ii) the times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made; and (iii) any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.

(2) The records specified under this section are subject to inspection and copying at the reasonable request, and at the expense, of any member or manager during ordinary business hours.

(3) The failure of the limited liability company to maintain the foregoing required records shall not, for this reason, cause any member to be liable for any debt, obligation or liability of the limited liability company.

§ 79-29-108. Nature of business; powers

(1) Subject to the provisions of its certificate of formation and subject to any other laws of this state which govern or limit the conduct of a particular business or activity, a limited liability company may carry on any lawful business, purpose or activity.

(2) Unless its certificate of formation provides otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:

(a) To sue and be sued, complain and defend in its name;

(b) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real and personal property, and any legal or equitable interest in property, wherever located;

(c) To sell, convey, option, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

(d) To purchase, receive, subscribe for, otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

(e) To make contracts and guarantees, including guarantees of persons which, directly or indirectly, own, are owned by, or are under common ownership with the limited liability company, incur liabilities, borrow money, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

(f) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(g) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust, limited liability company, foreign limited liability company or other entity;

(h) To conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;

(i) To have and select employees and agents, define their duties, fix their compensation and lend them money and credit;

(j) To pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, and benefit or incentive plans for any or all of its and its subsidiaries’ current or former managers, members, employees and agents;

(k) To make donations for the public welfare or for charitable, scientific or educational purposes;

(l) To transact any lawful business that will aid governmental policy; and

(m) To do any other act, not inconsistent with law, that furthers its business and affairs.

§ 79-29-112. Taxation

Domestic limited liability companies and foreign limited liability companies shall be classified as an entity for purposes of the income tax laws of this state in the same manner as they are classified for federal income tax purposes.

§ 79-29-205. Signing of certificates

(1) Unless otherwise specified in any other section of this chapter, any document required by this chapter to be delivered to the office of the Secretary of State for filing shall be signed:

(a) By any manager, if management of the limited liability company is vested in one or more managers, or by a member if management of the limited liability company is reserved to the members;

(b) If the limited liability company has not been formed, by any person forming the limited liability company; or

(c) If the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(2) The person signing the document shall state beneath or opposite his signature his name, the capacity in which he signs and his street and mailing address. A document required or permitted to be delivered to the office of the Secretary of State for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing by the Secretary of State.

(3) Any person may sign a certificate, a limited liability company agreement or any amendment to either by an agent, including an attorney-in-fact.

(4) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the office of the Secretary of State for filing. An offense under this provision is a misdemeanor punishable by a fine not to exceed Five Hundred Dollars ($500.00).

§ 79-29-305. Liability to third parties

(1) A person who is a member of a limited liability company is not liable, by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company.

(2) A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member of the limited liability company, except:

(a) Where the object of the proceeding is to enforce a member’s right against or liability to the limited liability company; or

(b) In a derivative action brought pursuant to Article 11 of this chapter.

(3) Notwithstanding the provisions of subsections (1) and (2) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.

DISSOLUTION

For all domestic limited liability companies formed on or before June 30, 1998, unless the LLC has elected to come under the subsequent provisions, the following is applicable:

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 limited liability company agreement;
(c) Upon the written consent of all members, or such lesser number as may be provided in the certificate of formation or limited liability company agreement;
(d) Upon an event of dissociation of a member as provided in §79-29-307, unless the business of the limited liability company is continued by the consent of all the remaining members within ninety (90) days following the occurrence of any such event or as otherwise provided in the certificate of formation or limited liability company agreement; or
(e) Upon the entry of a decree of judicial dissolution under §79-29-802.

For all domestic limited liability companies formed on or after July 1, 1998, and those LLCs previously formed which elect to come under these provisions, the following is applicable:

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 limited liability company agreement;
(c) Upon the consent of all members, or such lesser number as may be provided in the certificate of formation or limited liability company agreement;
(d) Upon an event of dissociation of a member as provided in § 79-29-307, if a majority of the remaining members, or such other number as may be provided in the certificate of formation or limited liability company agreement, consent to do so; or
(e) Upon the entry of a decree of judicial dissolution under § 79-29-802.

A certificate of dissolution must be delivered to the office of the Secretary of State for filing upon the dissolution and the commencement of winding up of the limited liability company. A certificate of cancellation must be delivered to the office of the Secretary of State for filing upon completion of the winding up of the affairs of the limited liability company.

Unless otherwise provided in the certificate of formation or limited liability company agreement, the manager or managers, or, if management of the limited liability company is not vested in a manager or managers, the members who have not wrongfully dissolved a limited liability company, may wind up the limited liability company’s affairs; but the chancery court for the county in which the registered office of the limited liability company is located, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or manager, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee or receiver.

Upon dissolution of a limited liability company and until the filing of a certificate of cancellation, the persons winding up the limited liability company’s affairs may, in the name of, and for and on behalf of, the limited liability company prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company’s business, dispose of and convey the limited liability company’s property, discharge the limited liability company’s liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of the members.

Unless otherwise provided in the certificate of formation or limited liability company agreement, the persons winding up the affairs of the limited liability company section shall be entitled to reasonable compensation.

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 completing transactions unfinished at dissolution; and
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution (The filing of the certificate of dissolution is presumed to constitute notice of dissolution for purposes of this provision).

If the certificate of formation vests management of the limited liability company in a manager or managers, the manager or managers shall have the authority of a member, and no member shall have such authority if he is acting solely in the capacity of a member.

Upon the winding up of a limited liability company, the assets must be distributed as follows:

(a) To creditors, including members and managers who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company (whether by payment or by establishment of reserves) other than liabilities for distributions to members under §79-29-601 or §79-29-604;
(b) Except as provided in the certificate of formation or limited liability company agreement, to members and former members in satisfaction of liabilities for distributions under §79-29-601 or §79-29-604; and
(c) Except as provided in the certificate of formation or limited liability company agreement, to members first for the return of their contributions and secondly respecting their limited liability company interests, in the proportions in which the members share in distributions.

A dissolved limited liability company may dispose of the known claims against it by filing a certificate of dissolution and following the procedures set forth statutorily. The dissolved limited liability company must notify its known claimants in writing of the dissolution at any time after the effective date of the dissolution. The written notice must:

(a) Describe information that must be included in a claim;
(b) Provide a mailing address where a claim may be sent;
(c) State the deadline, which may not be fewer than one hundred twenty (120) days from the latter of the mailing date of the written notice or the filing of a certificate of dissolution pursuant to §79-29-204, by which the dissolved limited liability company must receive the claim; and
(d) State that the claim will be barred if not received by the deadline.

A claim against the dissolved limited liability company is barred:

(a) If a claimant who was given written notice under subsection (2) does not deliver the claim to the dissolved limited liability company by the deadline; or
(b) If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety (90) days from the date the claimant receives notice of the rejection of his claim.

A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

A dissolved limited liability company may publish a notice of its dissolution which requests that persons with claims against the limited liability company present them in accordance with the notice. The notice must:

(a) Be published one (1) time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office (or, if none in this state, its registered office) is or was last located;
(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c) State that a claim against the limited liability company not otherwise barred will be barred unless a proceeding to enforce the claim is commenced within five (5) years after the latter of the publication of the notice or the filing of a certificate of dissolution with respect to the limited liability company.

If the dissolved limited liability company publishes a newspaper notice in accordance with the statutory requirements, and files a certificate of dissolution pursuant to §79-29-204, the claim of each of the following claimants which is not otherwise barred is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within five (5) years after the latter of the publication date of the newspaper notice or the filing of the certificate of dissolution:

(a) A claimant who did not receive written notice under §79-29-806;
(b) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on within such five-year period; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

A claim may be enforced:

(a) Against the dissolved limited liability company, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member’s pro rata share of the claim or the assets of the limited liability company distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member.

Note: All Information and Previews are subject to the Disclaimer located on the main forms page, and also linked at the bottom of all search results.


Inside Mississippi Limited Liability Company Law