SEC. 79-12-87. Limited liability partnerships.
(1) To become a limited liability partnership, a partnership shall file with the Secretary of State one (1) original certificate of registration setting forth:
(a) The name of the partnership;
(b) The street and mailing address of its principal office;
(c) If the partnership has a specific date of dissolution, the latest date upon which the partnership is to dissolve; and
(d) Any other matters that the partnership determines to include.
(2) The certificate shall be executed by one or more partners authorized to execute the certificate.
(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:
(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;
(b) File in his office the original of the certificate; and
(c) Return a copy to the person who filed it or his representative.
(4) Registration is effective immediately upon the certificate of registration being filed or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by filing with the Secretary of State a certificate of cancellation executed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A limited liability partnership shall cancel its registration upon completion of the winding up of its affairs.
(5) The status of a partnership as a limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, or (b) changes after the filing of the certificate in the information stated in the certificate.
(6) The provisions of Section 79-12-29 (2) shall apply with respect to partnerships registered under this Section 79-12-87 and, until terminated, any successor partnership which continues the business of a dissolved partnership under the same name.
(7) If any statement in the certificate of registration of a limited liability partnership was false when made or any arrangements or other facts described therein change, making the certificate inaccurate in any respect, the limited liability partnership shall promptly file in the office of the Secretary of State a certificate of amendment correcting the certificate of registration, together with the fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be executed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate shall not affect the liability of the partners of the limited liability partnership.
(8) The Secretary of State may provide forms for the certificates described in this section.
(9) The fact that a certificate of registration is on file in the office of the Secretary of State is notice that the partnership is a limited liability partnership formed under the laws of this state.
(10) A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.
SOURCES: Laws, 1995, ch. 353, Sec. 9, eff from and after July 1, 1995.
1997 Amendment:
SECTION 10. Section 79-12-87, Mississippi Code of 1972, is amended as follows:
79-12-87. (1) To become a limited liability partnership, a partnership shall deliver to the Office of the Secretary of State for filing one (1) original certificate of registration setting forth either in typewritten or printed form or, if electronically transmitted, in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form:
(a) The name of the partnership;
(b) The street and mailing address of its principal office;
(c) If the partnership has a specific date of dissolution, the latest date upon which the partnership is to dissolve; and
(d) Any other matters that the partnership determines to include.
(2) The certificate shall be signed by one or more partners authorized to execute the certificate.
(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:
(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;
(b) File in his office the original of the certificate; and
(c) Return a copy to the person who delivered it for filing or his representative.
(4) Registration is effective at the date and time of filing the certificate of registration by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by delivery to the office of the Secretary of State for filing a certificate of cancellation signed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A limited liability partnership shall cancel its registration upon completion of the winding up of its affairs.
(5) The status of a partnership as a limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, * * * (b) changes after the filing of the certificate in the information stated in the certificate, or (c) defects in the electronic transmission of the certificate.
(6) The provisions of Section 79-12-29(2) shall apply with respect to partnerships registered under this Section 79-12-87 and, until terminated, any successor partnership which continues the business of a dissolved partnership under the same name.
(7) If any statement in the certificate of registration of a limited liability partnership was false when made, * * * any arrangements or other facts described therein change, making the certificate inaccurate in any respect, or the delivery of the certificate by electronic transmission was defective, the limited liability partnership shall promptly deliver to the office of the Secretary of State for filing a certificate of amendment correcting the certificate of registration, together with the fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be signed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate shall not affect the liability of the partners of the limited liability partnership.
(8) The Secretary of State may provide forms for the certificates described in this section, including forms electronically transmitted.
(9) The fact that a certificate of registration is on file in the office of the Secretary of State is notice that the partnership is a limited liability partnership formed under the laws of this state.
(10) A document required or permitted to be delivered for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing.
SOURCE: 1997 Laws, Chapter 418, Sec. 10, HB1313, Effective July 1, 1997.