There is a newer version
of
this Section
2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 2 - Formation; Certificate of Limited Partnership and Other Filings
§ 79-14-201. Formation of limited partnership; certificate of limited partnership
Universal Citation: MS Code § 79-14-201 (2017)
- (a) To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.
- (b) A certificate of limited partnership must state:
- (1) The name of the limited partnership, which must comply with Section 79-14-114;
- (2) The information required by Section 79-35-5;
- (3) The street and mailing addresses of the limited partnership's principal office;
- (4) The street and mailing addresses of each general partner; and
- (5) Whether the limited partnership is a limited liability limited partnership.
- (c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.
- (d) A limited partnership is formed when:
- (1) The certificate of limited partnership becomes effective:
- (2) At least two (2) persons have become partners;
- (3) At least one (1) person has become a general partner; and
- (4) At least one (1) person has become a limited partner.
- (e) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:
- (1) The partnership agreement shall prevail as to partners and transferees; and
- (2) The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Disclaimer: These codes may not be the most recent version. Mississippi may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google
Privacy Policy and
Terms of Service apply.
