2019 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 9 - Professional Limited Liability Companies.
§ 79-29-913. Court action to appraise membership interests
(1) If the disqualified member does not accept the professional limited liability company’s offer under Section 79-29-912(2) within the thirty-day period, the member during the following thirty-day period may deliver a written notice to the professional limited liability company demanding that it commence a proceeding to determine the fair value of the membership interest. The professional limited liability company may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the member may commence a proceeding against the professional limited liability company to determine the fair value of the disqualified person’s membership interest.
(2) The professional limited liability company or disqualified member shall commence the proceeding in the chancery court of the county where the professional limited liability company’s principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the professional limited liability company does not have a principal office in this state. The professional limited liability company shall make the disqualified person a party to the proceeding as in an action against the disqualified person’s membership interest. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(3) The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(4) The disqualified member is entitled to judgment for the fair value of the disqualified person’s membership interest determined by the court as of the date of death, disqualification or transfer, together with interest from that date at a rate found by the court to be fair and equitable.
(5) The court may order the judgment paid in installments determined by the court.
(6) “Fair value” means the value of the membership interest of the professional limited liability company determined:
(a) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and
(b) Without discounting for lack of marketability or minority status.
