Mississippi · Snapshot Mississippi Code Release 78 (2020-07), retrieved 2026-09-17

Miss. Code Ann. § 79-14-1110: Restrictions on approval of mergers and on relinquishing LLLP status.

(a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:
(1) The limited partnership’s partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and
(2) The partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 14. Mississippi Uniform Limited Partnership Act
Article 11. Merger.

(1) The limited partnership’s partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and

(2) The partner has consented to the provision of the partnership agreement.

(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:

(1) The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and

(2) Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.

(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.

Collected 2026-10-27T05:54:23Z. Source file · JSON

Compilation CC BY 4.0, Open US Law (Vaquill AI). GroundRules uses only the releases published under CC BY 4.0: from v2026.09 the compilation is licensed CC BY-NC 4.0, and GroundRules does not use those releases. Each affected row names its release in its vintage label. GroundRules parsed and filtered the compilation to retain enacted text. Source · License

Mississippi electronic product files were republished by Public.Resource.Org under a public-domain dedication. GroundRules uses enacted text from Release 78 only as a labeled supplement to the newer Open US Law rows. Source

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