{"data":{"id":"us-ms/miss.-code-ann.-79-29-311","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-29-311","heading":"Liability to third parties.","body":"(1) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member, manager or officer of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member, acting as a manager or acting as an officer of the limited liability company.\n(2) A member, manager or officer of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member, manager or officer, as applicable, of the limited liability company, except:\n(a) Where the object of the proceeding is to enforce a member’s, manager’s or officer’s right against or liability to the limited liability company; or\n(b) In a derivative action brought pursuant to Article 11 of this chapter.\n(3) Notwithstanding the provisions of subsections (1) and (2) of this section, under an operating agreement or under another agreement, a member, manager or officer may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 29. Revised Mississippi Limited Liability Company Act","Article 3. Members."],"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":"473291c5f0421448ed4d92d26314f50d976b2f07c72189a984c2b12a3e612c80","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-29-309","next":"us-ms/miss.-code-ann.-79-29-313","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."}