{"data":{"id":"us-ms/miss.-code-ann.-79-14-1112","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-14-1112","heading":"Power of general partners and persons dissociated as general partners to bind organization after merger.","body":"(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:\n(1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402; and\n(2) 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 the surviving business is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.\n(b) An act of a person that before a merger became effective was dissociated as a general partner from a constituent limited partnership binds the converted or surviving organization after the merger becomes effective, if:\n(1) Before the merger became effective, the act would have bound the constituent limited partnership under Section 79-14-402 if the person had been a general partner; and\n(2) 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(A) Does not have notice of the dissociation;\n(B) Does not have notice of the merger; and\n(C) Reasonably believes that the surviving organization is the constituent limited partnership and that the person is a general partner in the constituent limited partnership.\n(c) If a person having knowledge of the merger causes a surviving organization to incur an obligation under subsection (a) or (b), the person is liable:\n(1) To the converted or surviving organization for any damage caused to the organization arising from the obligation; and\n(2) If another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.","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":"a86541d40b32794e96ff3b8f6e98214238cf51c881f9d81ffa7e03fcbad85c58","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-14-1111","next":"us-ms/miss.-code-ann.-79-14-1113","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."}