{"data":{"id":"us-ms/miss.-code-ann.-79-14-404","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-14-404","heading":"General partner’s liability.","body":"(a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.\n(b) A person that becomes a general partner is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.\n(c) A debt, obligation, or other liability of a limited partnership incurred while the partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This subsection applies:\n(1) Despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under Section 79-14-406(b)(2); and\n(2) Regardless of the dissolution of the partnership.\n(d) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner for a debt, obligation, or other liability of the partnership.\n(e) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on the liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 14. Mississippi Uniform Limited Partnership Act","Article 4. General Partners."],"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":"5a9fc1c66636840302a30de429f3e98eca8dbe3bd86563c4099bf90576e649ce","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-14-403","next":"us-ms/miss.-code-ann.-79-14-405","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."}