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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 1 - General Provisions
§ 79-14-103. Knowledge; notice
Universal Citation: MS Code § 79-14-103 (2017)
- (a) A person knows a fact if the person:
- (1) Has actual knowledge of it; or
- (2) Is deemed to know it under law other than this chapter.
- (b) A person has notice of a fact if the person:
- (1) Has reason to know the fact from all the facts known to the person at the time in question; or
- (2) Is deemed to have notice of the fact under subsection (c) or (d).
- (c) A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsection (d), the certificate is not notice of any other fact.
- (d) A person not a partner is deemed to have notice of:
- (1) Another person's dissociation as a general partner, ninety (90) days after an amendment to the certificate of limited partnership which states that the other person has dissociated becomes effective, or ninety (90) days after a statement of dissociation pertaining to the other person becomes effective, whichever occurs first;
- (2) A limited partnership's:
- (A) Dissolution, ninety (90) days after the statement of dissolution becomes effective;
- (B) Participation in a conversion or domestication under the Mississippi Entity Conversion and Domestication Act, ninety (90) days after the effective date of statement of conversion or domestication.
- (C) Participation in a merger under Article 11, ninety (90) days after the effective date of the articles of merger.
- (e) Subject to Section 79-14-210(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
- (f) A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice to the partnership.
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