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

Miss. Code Ann. § 79-14-201: Formation of limited partnership; certificate of limited partnership.

(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.
(b) A certificate of limited partnership must state:
(1) The name of the limited partnership, which must comply with Section 79-14-114;
(2) The information required by Section 79-35-5;
(3) The street and mailing addresses of the limited partnership’s principal office;
(4) The street and mailing addresses of each general partner; and
(5) Whether the limited partnership is a limited liability limited partnership.
(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.
(d) A limited partnership is formed when:
(1) The certificate of limited partnership becomes effective:
(2) At least two (2) persons have become partners;
(3) At least one (1) person has become a general partner; and
(4) At least one (1) person has become a limited partner.
(e) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:
(1) The partnership agreement shall prevail as to partners and transferees; and
(2) The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 14. Mississippi Uniform Limited Partnership Act
Article 2. Formation; Certificate of Limited Partnership and Other Filings.

(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.

(b) A certificate of limited partnership must state:

(1) The name of the limited partnership, which must comply with Section 79-14-114;

(2) The information required by Section 79-35-5;

(3) The street and mailing addresses of the limited partnership’s principal office;

(4) The street and mailing addresses of each general partner; and

(5) Whether the limited partnership is a limited liability limited partnership.

(c) A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.

(d) A limited partnership is formed when:

(1) The certificate of limited partnership becomes effective:

(2) At least two (2) persons have become partners;

(3) At least one (1) person has become a general partner; and

(4) At least one (1) person has become a limited partner.

(e) Subject to subsection (b) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership, or with a filed statement of dissociation, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:

(1) The partnership agreement shall prevail as to partners and transferees; and

(2) The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

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

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