2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-801 - Nonjudicial dissolution.

§ 79-29-801. Nonjudicial dissolution.
 

[For all domestic limited liability companies formed on or before June 30, 1998, and which do not elect to come under the second tier of this section, this section shall read as follows:]
 

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 Section 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 Section 79-29-802. 
 

[For all domestic limited liability companies formed on or after July 1, 1998, or for those previously formed such companies which elect to come under the following provisions by filing with the Secretary of State a certificate of amendment specifically stating that the limited liability company is electing to be subject to the following provisions, this section shall read as follows:]
 

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 Section 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 Section 79-29-802. 
 

Sources: Laws,  1994, ch. 402, § 48; Laws,  1998, ch. 376, § 6, eff from and after July 1, 1998.