2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-103 - Definitions.

§ 79-29-103. Definitions.
 

As used in this chapter, unless the context otherwise requires: 
 

(a) "Certificate of formation" means the certificate referred to in Section 79-29-201, and the certificate as amended or restated. 

(b) "Contribution" means any cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a person contributes to a limited liability company in his capacity as a member. 

(c) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. If delivery is to the Secretary of State, delivery may be made by electronic transmission, if, to the extent, and in the manner permitted by the Secretary of State. 

(d) "Derivative proceeding" means a civil suit in the right of a limited liability company or, to the extent provided in Article 10 of this chapter, in the right of a foreign limited liability company. 

(e) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient. 

(f) "Entity" means any association or legal entity organized to conduct business, including, without limitation, for profit and nonprofit corporations, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, and business trusts. 

(g) "Event of dissociation" means an event that causes a person to cease to be a member as provided in Section 79-29-307. 

(h) "Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of this state that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to liabilities of the entity. 

(i) "Interests" means the proprietary interests in an entity. 

(j) "Limited liability company" and "domestic limited liability company" mean an entity having one or more members that is an unincorporated association that is formed and existing under this chapter. 

(k) "Limited liability company agreement" means an agreement of the members as to the affairs of a limited liability company and the conduct of its business. 

(l) "Limited liability company interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets. 

(m) "Manager" or "managers" means a person or persons who are named in, or selected or designated pursuant to, the certificate of formation or limited liability company agreement to manage the limited liability company to the extent and as provided in the certificate of formation or limited liability company agreement. 

(n) "Member" means a person that has been admitted to a limited liability company as provided in Section 79-29-301 or, in the case of a foreign limited liability company, in accordance with the laws under which the foreign limited liability company is organized, and that has not dissociated from the limited liability company. 

(o) "Merger" means a business combination pursuant to Section 79-29-209. 

(p) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an entity. 

(q) "Person" means an individual, corporation, nonprofit corporation, business trust, estate, trust, partnership, limited partnership, association, joint venture, limited liability company, government, governmental subdivision or agency, any other legal or commercial entity, nominee or any individual or entity in any representative capacity. 

(r) "Professional limited liability company" is a limited liability company formed and existing under Article 9 of this chapter. 

(s) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature. 

(t) "Survivor" in a merger means the entity into which one or more entities are merged. A survivor of a merger may preexist the merger or be created by the merger. 
 

Sources: Laws,  1994, ch. 402, § 3; Laws, 1995, ch. 494, § 64; Laws,  1997, ch. 418, § 25; Laws, 1998, ch. 376, § 4; Laws, 2000, ch. 469, § 42, eff from and after July 1, 2000.