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

Miss. Code Ann. § 79-14-406: Management rights of general partner.

(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(b) The affirmative vote or consent of all the partners is required to:
(1) Amend the partnership agreement;
(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and
(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.
(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.
(d) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or Section 79-14-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(e) A general partner is not entitled to remuneration for services performed for the partnership.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 14. Mississippi Uniform Limited Partnership Act
Article 4. General Partners.

(b) The affirmative vote or consent of all the partners is required to:

(1) Amend the partnership agreement;

(2) Amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; and

(3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership’s property, with or without the good will, other than in the usual and regular course of the limited partnership’s activities and affairs.

(c) A limited partnership shall reimburse a general partner for an advance to the partnership beyond the amount of capital the general partner agreed to contribute.

(d) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or Section 79-14-408(a) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.

(e) A general partner is not entitled to remuneration for services performed for the partnership.

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

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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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