2020 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 8 - Dissolution
§ 79-29-801. Nonjudicial dissolution

Universal Citation: MS Code § 79-29-801 (2020)
  1. A limited liability company is dissolved and its affairs must be wound up upon the first of the following to occur:
    1. At the time specified in the certificate of formation;
    2. Upon the occurrence of the event specified in the certificate of formation or the written operating agreement;
    3. Upon the consent of all members, or such lesser number as may be provided in the certificate of formation or operating agreement;
    4. At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:
      1. Within one hundred eighty (180) days or such other period as is provided for in the certificate of formation or operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the personal representative of the member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; however, an operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or
      2. A member is admitted to the limited liability company in the manner provided in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within one hundred eighty (180) days or such other period as is provided in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company.
    5. Upon the entry of a decree of judicial dissolution under Section 79-29-803.
  2. The following events with respect to any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution:
    1. Death;
    2. Withdrawal;
    3. Expulsion;
    4. Bankruptcy;
    5. Dissolution; or
    6. The occurrence of any other event that terminates the continued membership of any member.
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