2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 11 - Merger.
§ 79-14-1111. Liability of general partner after merger.
(a) A merger under this article does not discharge any liability under Sections 79-14-404 and 79-14-607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:
(1) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the constituent limited partnership; and
(3) If a person is required to pay any amount under this subsection:
(A) The person has a right of contribution from each other person that was liable as a general partner under Section 79-14-404 when the obligation was incurred and has not been released from the obligation under Section 79-14-607; and
(B) The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the merger becomes effective, if, at the time the third party enters into the transaction, the third party:
(A) Does not have notice of the merger; and
(B) Reasonably believes that:
(i) The surviving business is the constituent limited partnership;
(ii) The constituent limited partnership is not a limited liability limited partnership; and
(iii) The person is a general partner in the constituent limited partnership; and
(2) A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if:
(A) Immediately before the merger became effective, the converted surviving limited partnership was not a limited liability limited partnership; and
(B) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:
(i) Does not have notice of the dissociation;
(ii) Does not have notice of the merger; and
(iii) Reasonably believes that the surviving organization is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.
