{"data":{"id":"us-ms/miss.-code-ann.-79-14-1111","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-14-1111","heading":"Liability of general partner after merger.","body":"(a) A merger under this article does not discharge any liability under Sections 79-14-404 and 79-14-607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:\n(1) The provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability;\n(2) For the purposes of applying those provisions, the converted or surviving organization is deemed to be the constituent limited partnership; and\n(3) If a person is required to pay any amount under this subsection:\n(A) The person has a right of contribution from each other person that was liable as a general partner under Section 79-14-404 when the obligation was incurred and has not been released from the obligation under Section 79-14-607; and\n(B) The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.\n(b) In addition to any other liability provided by law:\n(1) A person that immediately before a merger became effective was a general partner in a constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the merger becomes effective, if, at the time the third party enters into the transaction, the third party:\n(A) Does not have notice of the merger; and\n(B) Reasonably believes that:\n(i) The surviving business is the constituent limited partnership;\n(ii) The constituent limited partnership is not a limited liability limited partnership; and\n(iii) The person is a general partner in the constituent limited partnership; and\n(2) A person that was dissociated as a general partner from a constituent limited partnership before the merger became effective is personally liable for each obligation of the surviving organization arising from a transaction with a third party after the merger becomes effective, if:\n(A) Immediately before the merger became effective, the converted surviving limited partnership was not a limited liability limited partnership; and\n(B) At the time the third party enters into the transaction, less than two (2) years have passed since the person dissociated as a general partner and the third party:\n(i) Does not have notice of the dissociation;\n(ii) Does not have notice of the merger; and\n(iii) Reasonably believes that the surviving organization is the constituent limited partnership, the constituent limited partnership is not a limited liability limited partnership, and the person is a general partner in the constituent limited partnership.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 14. Mississippi Uniform Limited Partnership Act","Article 11. Merger."],"source_url":"https://archive.org/download/gov.ms.code.ann.2018/release78.2020.07.08/gov.ms.code.title.79.odt","current_through":"2020-07-08","vintage":"Mississippi Code Release 78 (2020-07), retrieved 2026-09-17","retrieved_at":"2026-10-27T05:54:23Z","sha256":"a855dc710717c0cf62c4480a59c2d062fbd287d5546d58d4d655e518f98bd84a","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-14-1110","next":"us-ms/miss.-code-ann.-79-14-1112","notices":[{"id":"open-us-law","title":"Open US Law compilation","text":"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.","url":"https://huggingface.co/datasets/vaquill/open-us-law","license_url":"https://creativecommons.org/licenses/by/4.0/"},{"id":"pro-ms","title":"Mississippi Release 78 supplement","text":"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.","url":"https://archive.org/details/gov.ms.code.ann.2018"}]},"notice":"GroundRules: Original legal text. Not legal advice."}