2013 Mississippi Code
Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT
Article 9 - PROFESSIONAL LIMITED LIABILITY COMPANIES
§ 79-29-911 - Compulsory acquisition of membership interests after death or disqualification of a member

(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 this section;

(b) The member becomes a disqualified person, except as provided in subsection (3) of this section; or

(c) The membership interest is transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (3) of this section.

(2) If a price for the membership interest is established in accordance with the certificate of formation or written operating agreement or by private agreement, that price controls. If the price is not so established, the limited liability company shall acquire the membership interest in accordance with Section 79-29-912. If the disqualified person rejects the limited liability company's purchase offer made pursuant to Section 79-29-912, either the person or the limited liability company may commence a proceeding under Section 79-29-913 to determine the price of the membership interest.

(3) This section does not require the acquisition of membership interests in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. A member who becomes a disqualified person shall notify the limited liability company promptly.

(4) This section and Section 79-29-912 do not prevent or relieve a professional limited liability company from paying pension benefits or other deferred compensation for services rendered to a former member if otherwise permitted by law.

(5) A provision for the acquisition of membership interests contained in a professional limited liability company's certificate of formation or operating agreement, or in a private agreement, is specifically enforceable.