{"data":{"id":"us-ms/miss.-code-ann.-79-14-201","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-14-201","heading":"Formation of limited partnership; certificate of limited partnership.","body":"(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.\n(b) A certificate of limited partnership must state:\n(1) The name of the limited partnership, which must comply with Section 79-14-114;\n(2) The information required by Section 79-35-5;\n(3) The street and mailing addresses of the limited partnership’s principal office;\n(4) The street and mailing addresses of each general partner; and\n(5) Whether the limited partnership is a limited liability limited partnership.\n(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.\n(d) A limited partnership is formed when:\n(1) The certificate of limited partnership becomes effective:\n(2) At least two (2) persons have become partners;\n(3) At least one (1) person has become a general partner; and\n(4) At least one (1) person has become a limited partner.\n(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:\n(1) The partnership agreement shall prevail as to partners and transferees; and\n(2) The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 14. Mississippi Uniform Limited Partnership Act","Article 2. Formation; Certificate of Limited Partnership and Other Filings."],"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":"d2de30f3e71507f80067e1782b91793efcfdcd5fca8c9e3ab379f00dcb385f1d","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-14-122","next":"us-ms/miss.-code-ann.-79-14-202","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."}