2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 3 - Members.
§ 79-29-301. Admission of members.
(1) A person becomes a member on the later of:
(a) The formation of the limited liability company; or
(b) The date stated in the records of the limited liability company as the date that person becomes a member.
(2) After the formation of the limited liability company, a person is admitted as a member of the limited liability company:
(a) In the case of a person who is not an assignee of a financial interest, including a person acquiring an interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a financial interest in the limited liability company at the time provided in and upon the compliance with the certificate of formation or the operating agreement or, if the certificate of formation or the operating agreement does not so provide, upon the written consent of all members. If the parties do not specify an agreed admission date in writing, the admission shall be deemed to have occurred upon the date of the compliance with the conditions set forth in this subsection; and
(b) In the case of an assignee of a financial interest, upon compliance with subsection (1) of Section 79-29-707. If the parties do not specify an agreed admission date in writing the admission shall be deemed to have occurred upon the date of the compliance with the conditions set forth in subsection (1) of Section 79-29-707.
(c) In the case of a person being admitted as a member of a surviving limited liability company pursuant to a merger approved in accordance with Section 79-29-223 of this chapter, as provided in the operating agreement of the surviving limited liability company or in the agreement of merger, and in the event of any inconsistency, the terms of the agreement of merger shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger in which such limited liability company is not the surviving limited liability company in the merger, as provided in the operating agreement of such limited liability company.
(d) In the case of a person who inherits an interest in a limited liability company from a deceased member, upon the distribution of the interest from the estate of the deceased member to the person.
(e) In the case of a person who is the successor of a member that is an entity which has merged, upon the merger of the member.
(3) A person may be admitted to a limited liability company as a member of the limited liability company and may receive an interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.
(4) A person may be admitted to a limited liability company as a member of the limited liability company without acquiring an interest in the limited liability company.
(5) A person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring an interest in the limited liability company.
(6) A certificate of formation or written operating agreement may provide that a member or members shall have preemptive rights to subscribe to any additional issue of interests in a limited liability company.
