MISSISSIPPI LEGISLATURE
2006 Regular Session
To: Judiciary A
By: Representative Warren
AN ACT TO REENACT SECTIONS 79-12-1 THROUGH 79-12-119, MISSISSIPPI CODE OF 1972, WHICH CONSTITUTE THE MISSISSIPPI UNIFORM PARTNERSHIP LAW; TO AMEND SECTION 1207, CHAPTER 458, LAWS OF 2004, TO EXTEND THE REPEALER ON THE MISSISSIPPI UNIFORM PARTNERSHIP LAW; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 79-12-1, Mississippi Code of 1972, is reenacted as follows:
79-12-1. This chapter may be cited as the Mississippi Uniform Partnership Law.
SECTION 2. Section 79-12-3, Mississippi Code of 1972, is reenacted as follows:
79-12-3. In this chapter, "court" includes every court and judge having jurisdiction in the case.
"Business" includes every trade, occupation or profession.
"Person" includes individuals, partnerships, corporations and other associations.
"Bankrupt" includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent act.
"Conveyance" includes every assignment, lease, mortgage or encumbrance.
"Foreign limited liability partnership" means an entity that is a limited liability partnership or registered limited liability partnership organized under laws of a state other than the laws of this state, or under the laws of any foreign country, that affords to each of its partners, pursuant to the laws under which it is organized, limited liability with respect to all or a portion of the liabilities of the entity.
"Limited liability partnership" means a partnership formed and existing under the laws of this state and registered under Section 79-12-87.
"Real property" includes land and any interest or estate in land.
"Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.
"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission. If delivery is to the Secretary of State, delivery may be made by electronic transmission, if made to the extent and the manner permitted by the Secretary of State.
"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.
SECTION 3. Section 79-12-5, Mississippi Code of 1972, is reenacted as follows:
79-12-5. (1) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.
(2) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:
(a) States the fact to such person, or
(b) Delivers a written statement of the fact to such person or to a proper person at his place of business or residence, or
(c) By other method of delivery or by telephone, voice mail or other electronic means at his place of business or residence.
SECTION 4. Section 79-12-7, Mississippi Code of 1972, is reenacted as follows:
79-12-7. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(2) The law of estoppel shall apply under this chapter.
(3) The law of agency shall apply under this chapter.
(4) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
(5) This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this chapter takes effect except as provided in Section 79-12-15(4).
(6) This chapter shall not apply to business or professional corporations.
SECTION 5. Section 79-12-9, Mississippi Code of 1972, is reenacted as follows:
79-12-9. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
SECTION 6. Section 79-12-11, Mississippi Code of 1972, is reenacted as follows:
79-12-11. A partnership is an association of two (2) or more persons to carry on as co-owners a business for profit and includes limited liability partnerships and foreign limited liability partnerships.
But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to the adoption of this chapter; but this chapter shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
SECTION 7. Section 79-12-13, Mississippi Code of 1972, is reenacted as follows:
79-12-13. In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by Section 79-12-31 persons who are not partners as to each other are not partners as to third persons.
(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or party ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise,
(b) As wages of an employee or rent to a landlord,
(c) As an annuity to a widow or representative of a deceased partner,
(d) As interest on a loan, though the amount of payment varies with the profits of the business,
(e) As a consideration for the sale of the goodwill of a business or other property by installments or otherwise.
(5) Operation of a mineral property under a joint operating agreement does not of itself establish a partnership.
SECTION 8. Section 79-12-15, Mississippi Code of 1972, is reenacted as follows:
79-12-15. (1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.
(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.
(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears. This subsection (4) shall apply to all conveyances to a partnership in the partnership name heretofore made, provided, however, any person having a cause of action, because of such conveyance as of April 1, 1977, may commence suit on such cause of action within one (1) year of said date, unless such cause of action be sooner barred by existing law, and not afterwards.
SECTION 9. Section 79-12-17, Mississippi Code of 1972, is reenacted as follows:
79-12-17. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
(2) An act of the partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,
(b) Dispose of the goodwill of the business,
(c) Do any other act which would make it impossible to carry on the ordinary business of a partnership,
(d) Confess a judgment,
(e) Submit a partnership claim or liability to arbitration or reference.
(4) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
SECTION 10. Section 79-12-19, Mississippi Code of 1972, is reenacted as follows:
79-12-19. (1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of paragraph (1) of Section 79-12-17, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.
(2) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of Section 79-12-17.
(3) Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of paragraph (1) of Section 79-12-17, unless the purchaser or his assignee, is a holder for value, without knowledge.
(4) Where the title to real property is in the name of one or more of all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of paragraph (1) of Section 79-12-17.
(5) Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.
(6) Nothing in this section shall be deemed to modify the statutes of limitations of actions for lands.
SECTION 11. Section 79-12-21, Mississippi Code of 1972, is reenacted as follows:
79-12-21. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.
SECTION 12. Section 79-12-23, Mississippi Code of 1972, is reenacted as follows:
79-12-23. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
SECTION 13. Section 79-12-25, Mississippi Code of 1972, is reenacted as follows:
79-12-25. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
SECTION 14. Section 79-12-27, Mississippi Code of 1972, is reenacted as follows:
79-12-27. The partnership is bound to make good the loss:
(a) Where one (1) partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
(b) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
SECTION 15. Section 79-12-29, Mississippi Code of 1972, is reenacted as follows:
79-12-29. (1) Except as provided in Section 79-12-29(2), all partners are liable jointly and severally for all debts and obligations of the partnership including those under Sections 79-12-25 and 79-12-27.
(2) Subject to Section 79-12-29(3) and subject to any agreement between the partners, a partner in a limited liability partnership is not liable directly or indirectly (including by way of indemnification, contribution, assessment or otherwise) for any debt, obligation or other liability of or chargeable to the partnership or another partner or partners, whether arising in tort, contract or otherwise that is incurred, created or assumed while the partnership is a limited liability partnership.
(3) Section 79-12-29(2) shall not affect the liability of a partner in a limited liability partnership for his own omissions, negligence, wrongful acts, misconduct or malpractice and that of any person under his direct supervision and control.
(4) A partner in a limited liability partnership is not a proper party to any proceeding by or against a limited liability partnership, the object of which is to recover damages or enforce any debt, obligation or liability of the type described in Section 79-12-29(2), unless such partner is personally liable under Section 79-12-29(3).
SECTION 16. Section 79-12-31, Mississippi Code of 1972, is reenacted as follows:
79-12-31. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
(a) When a partnership liability results, he is liable as though he were an actual member of the partnership.
(b) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
(2) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
(3) A representation that a person is an "associate" or a "nonpartner member" of a partnership is not a representation that he is a partner in the partnership.
SECTION 17. Section 79-12-33, Mississippi Code of 1972, is reenacted as follows:
79-12-33. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.
SECTION 18. Section 79-12-35, Mississippi Code of 1972, is reenacted as follows:
79-12-35. (1) The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and, except as provided in Section 79-12-29(2), must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.
(b) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.
(d) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.
(e) All partners have equal rights in the management and conduct of the partnership business.
(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
(g) No person can become a member of a partnership without the consent of all the partners.
(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
(2) By written agreement, the partners may establish various classes of partners (such as "senior partners," "junior partners," "managing partners" and others) and may provide for their varying rights and duties in relation to the partnership.
(3) By written agreement, the partners may establish various classes of nonpartner employees (such as "associates," "nonpartner members" and others) and may provide for their varying rights and duties in relation to the partnership.
SECTION 19. Section 79-12-37, Mississippi Code of 1972, is reenacted as follows:
79-12-37. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
SECTION 20. Section 79-12-39, Mississippi Code of 1972, is reenacted as follows:
79-12-39. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.
SECTION 21. Section 79-12-41, Mississippi Code of 1972, is reenacted as follows:
79-12-41. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation or the partnership or from any use by him of its property.
(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
SECTION 22. Section 79-12-43, Mississippi Code of 1972, is reenacted as follows:
79-12-43. Any partner shall have the right to a formal account as to partnership affairs:
(a) If he is wrongfully excluded from the partnership business or possession of its property by his copartners,
(b) If the right exists under the terms of any agreement,
(c) As provided by Section 79-12-41,
(d) Whenever other circumstances render it just and reasonable.
SECTION 23. Section 79-12-45, Mississippi Code of 1972, is reenacted as follows:
79-12-45. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
SECTION 24. Section 79-12-47, Mississippi Code of 1972, is reenacted as follows:
79-12-47. The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.
SECTION 25. Section 79-12-49, Mississippi Code of 1972, is reenacted as follows:
79-12-49. (1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
(2) The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.
(c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs or next of kin.
SECTION 26. Section 79-12-51, Mississippi Code of 1972, is reenacted as follows:
79-12-51. A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.
SECTION 27. Section 79-12-53, Mississippi Code of 1972, is reenacted as follows:
79-12-53. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
SECTION 28. Section 79-12-55, Mississippi Code of 1972, is reenacted as follows:
79-12-55. (1) On due application to a competent court by any judgment creditor of a partner (or of any other owner of an interest in the partnership), the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner (or such other owner) with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner (or such other owner) might have made, or which the circumstances of the case may require.
(2) The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners, or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
(3) Nothing in this chapter shall be held to deprive a partner (or other owner) of his right, if any, under the exemption laws, as regards his interest in the partnership.
SECTION 29. Section 79-12-57, Mississippi Code of 1972, is reenacted as follows:
79-12-57. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
SECTION 30. Section 79-12-59, Mississippi Code of 1972, is reenacted as follows:
79-12-59. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
SECTION 31. Section 79-12-61, Mississippi Code of 1972, is reenacted as follows:
79-12-61. Dissolution is caused:
(1) Without violation of the agreement between the partners,
(a) By the termination of the definite term or particular undertaking specified in the agreement,
(b) By the express will of any partner when no definite term or particular undertaking is specified,
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(4) By the death of any partner unless the agreement provides otherwise;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under Section 79-12-63.
SECTION 32. Section 79-12-63, Mississippi Code of 1972, is reenacted as follows:
79-12-63. (1) On application by or for a partner the chancery court shall decree a dissolution whenever:
(a) A partner has been declared mentally incompetent in any judicial proceeding or is shown to be of unsound mind,
(b) A partner becomes in any other way incapable of performing his part of the partnership contract,
(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business,
(d) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,
(e) The business of the partnership can only be carried on at a loss,
(f) Other circumstances render a dissolution equitable.
(2) On the application of the purchaser of a partner's interest under Sections 79-12-53 and 79-12-55:
(a) After the termination of the specified term or particular undertaking,
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
SECTION 33. Section 79-12-65, Mississippi Code of 1972, is reenacted as follows:
79-12-65. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:
(1) With respect to the partners,
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where Section 79-12-67 so requires.
(2) With respect to persons not partners, as declared in Section 79-12-69.
SECTION 34. Section 79-12-67, Mississippi Code of 1972, is reenacted as follows:
79-12-67. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:
(a) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution,
(b) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy, or
(c) The liability is for a debt, obligation or liability for which the partner is not liable as provided in Section 79-12-29(2).
SECTION 35. Section 79-12-69, Mississippi Code of 1972, is reenacted as follows:
79-12-69. (1) After dissolution a partner can bind the partnership except as provided in subsection (3):
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:
(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(ii) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one (1)) at which the partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1)(b) of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:
(a) Unknown as a partner to the persons with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
(3) The partnership is in no case bound by any act of a partner after dissolution:
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:
(i) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(ii) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1)(b)(ii).
(4) Nothing in this section shall affect the liability under Section 79-12-31 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
(5) Nothing in this section shall affect the limitation of liability under Section 79-12-29(2).
SECTION 36. Section 79-12-71, Mississippi Code of 1972, is reenacted as follows:
79-12-71. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he was a partner and for which he was liable under Section 79-12-29, but subject to the prior payment of his separate debts.
SECTION 37. Section 79-12-73, Mississippi Code of 1972, is reenacted as follows:
79-12-73. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, however, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.
SECTION 38. Section 79-12-75, Mississippi Code of 1972, is reenacted as follows:
79-12-75. (1) When dissolution is cause in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under Section 79-12-71(2), he shall receive in cash only the net amount due him from the partnership.
(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have,
(i) All the rights specified in subsection (1) of this section and
(ii) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2)(a)(ii) of this section, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have:
(i) If the business is not continued under the provisions of paragraph (2)(b) of this section, all the rights of a partner under subsection (1), subject to clause (2)(a)(ii), of this section;
(ii) If the business is continued under paragraph (2)(b) of this section the right as against his copartners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be indemnified against all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.
SECTION 39. Section 79-12-77, Mississippi Code of 1972, is reenacted as follows:
79-12-77. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:
(a) To a lien on, or a right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
SECTION 40. Section 79-12-79, Mississippi Code of 1972, is reenacted as follows:
79-12-79. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(a) The assets of the partnership are:
(i) The partnership property,
(ii) The contributions of the partners specified in paragraph (d) of this section.
(b) The liabilities of the partnership shall rank in order of payment as follows:
(i) Those owing to creditors other than partners,
(ii) Those owing to partners other than for capital and profits,
(iii) Those owing to partners in respect of capital,
(iv) Those owing to partners in respect of profits.
(c) The assets shall be applied in order of their declaration in paragraph (a) of this section to the satisfaction of the liabilities.
(d) Except as provided in Section 79-12-29(2), the partners shall contribute, as provided by Section 79-12-35(1)(a), the amount necessary to satisfy the liabilities; however, if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (d) of this section.
(f) Any partner or his legal representative shall have the right to enforce the contributions specified in paragraph (d) of this section, to the extent of the amount which he has paid in excess of his share of the liability.
(g) The individual property of a deceased partner shall be liable for the contributions specified in paragraph (d) of this section.
(h) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(i) Where a partner had become bankrupt or his estate is insolvent the claims against his separate property shall rank in the following order:
(i) Those owing to separate creditors,
(ii) Those owing to partnership creditors,
(iii) Those owing to partners by way of contribution.
SECTION 41. Section 79-12-81, Mississippi Code of 1972, is reenacted as follows:
79-12-81. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two (2) or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.
(2) When all but one (1) partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner, who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.
(3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsection (1) and (2) of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.
(4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of Section 79-12-75(2)(b), either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(6) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
(7) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
(8) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.
(9) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.
(10) The use by the person or partnership continuing the business of the partnership name, or the name of the deceased partner as part thereof, shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
SECTION 42. Section 79-12-83, Mississippi Code of 1972, is reenacted as follows:
79-12-83. When any partner retires or dies, and the business is continued under any of the conditions set forth in Section 79-12-81 (1), (2), (3), (5), (6) or Section 79-12-75(2)(b) without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by Section 79-12-81(8).
SECTION 43. Section 79-12-85, Mississippi Code of 1972, is reenacted as follows:
79-12-85. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
SECTION 44. Section 79-12-87, Mississippi Code of 1972, is reenacted as follows:
79-12-87. (1) To become a limited liability partnership, a partnership shall deliver to the Office of the Secretary of State for filing one (1) original certificate of registration setting forth either in typewritten or printed form or, if electronically transmitted, in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form:
(a) The name of the partnership;
(b) The street and mailing address of its principal office;
(c) If the partnership has a specific date of dissolution, the latest date upon which the partnership is to dissolve; and
(d) Any other matters that the partnership determines to include.
(2) The certificate shall be signed by one or more partners authorized to execute the certificate.
(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:
(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;
(b) File in his office the original of the certificate; and
(c) Return a copy to the person who delivered it for filing or his representative.
(4) Registration is effective at the date and time of filing the certificate of registration by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by delivery to the office of the Secretary of State for filing a certificate of cancellation signed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A limited liability partnership shall cancel its registration upon completion of the winding up of its affairs.
(5) The status of a partnership as a limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, (b) changes after the filing of the certificate in the information stated in the certificate, or (c) defects in the electronic transmission of the certificate.
(6) The provisions of Section 79-12-29(2) shall apply with respect to partnerships registered under this Section 79-12-87 and, until terminated, any successor partnership which continues the business of a dissolved partnership under the same name.
(7) If any statement in the certificate of registration of a limited liability partnership was false when made, any arrangements or other facts described therein change, making the certificate inaccurate in any respect, or the delivery of the certificate by electronic transmission was defective, the limited liability partnership shall promptly deliver to the office of the Secretary of State for filing a certificate of amendment correcting the certificate of registration, together with the fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be signed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate shall not affect the liability of the partners of the limited liability partnership.
(8) The Secretary of State may provide forms for the certificates described in this section, including forms electronically transmitted.
(9) The fact that a certificate of registration is on file in the office of the Secretary of State is notice that the partnership is a limited liability partnership formed under the laws of this state.
(10) A document required or permitted to be delivered for filing under this chapter which contains a copy of a signature, however made, is acceptable for filing.
SECTION 45. Section 79-12-89, Mississippi Code of 1972, is reenacted as follows:
79-12-89. (1) The name of a limited liability partnership shall contain the words "Limited Liability Partnership" or the abbreviation "L.L.P.," or "LLP," as the last words or letters of its name.
(2) Except as authorized by subsection (3) of this section, the name of the limited liability partnership must be distinguishable upon the records of the Secretary of State from (a) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability company or limited liability partnership organized or registered under the laws of this state; and (b) a name reserved or registered in the office of the Secretary of State for any of the entities named in this subsection.
(3) A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (2) of this section. The Secretary of State shall authorize the use of the name applied for if:
(a) The other domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability company or limited liability partnership consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying limited liability partnership; or
(b) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
SECTION 46. Section 79-12-91, Mississippi Code of 1972, is reenacted as follows:
79-12-91. (1) A partnership, including a limited liability partnership, formed and existing under this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter, in any state, territory, district or possession of the United States or in any foreign country.
(2) It is the intent of the Legislature that the legal existence of limited liability partnerships formed and existing under this chapter be recognized outside the boundaries of this state and that the laws of this state governing such limited liability partnership transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States.
(3) The internal affairs of a partnership, including a limited liability partnership, formed and existing under this chapter, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.
SECTION 47. Section 79-12-93, Mississippi Code of 1972, is reenacted as follows:
79-12-93.(1) Subject to the Constitution of this state, the laws of the state or other jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and the liabilities and authorities of its partners.
(2) Subject to the Constitution of this state, a foreign limited liability partnership may not be denied registration by reason of any difference between the laws under which it is organized and the laws of this state.
SECTION 48. Section 79-12-95, Mississippi Code of 1972, is reenacted as follows:
79-12-95. (1) Before transacting business in this state, a foreign limited liability partnership shall register with the Secretary of State. In order to register, a foreign limited liability partnership shall submit to the Secretary of State one (1) original certificate of registration as a foreign limited liability partnership, setting forth:
(a) The name of the foreign limited liability partnership and, if different, the name under which it proposes to register and transact business in this state;
(b) The state or other jurisdiction and the date of its organization;
(c) The name and street and mailing address of the registered agent for service of process on the foreign limited liability partnership which the foreign limited liability partnership has elected to appoint. Such agent must be either an individual resident of this state, a domestic business corporation or not-for-profit corporation, a foreign business corporation or not-for-profit corporation authorized to transact business in this state, a domestic limited liability company, a foreign limited liability company authorized to transact business in this state, a domestic limited liability partnership or a foreign limited liability partnership authorized to transact business in this state. Any registered agent so appointed may change its address or resign by filing a certificate to such effect with the Secretary of State, executed by the registered agent, and naming the foreign limited liability partnership or partnerships to which the certificate relates;
(d) A statement that the Secretary of State is appointed the registered agent of the foreign limited liability partnership for service of process if the registered agent has resigned, if the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;
(e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, the address of the principal office of the foreign limited liability partnership;
(f) If the foreign limited liability partnership has a specific date of dissolution, the latest date upon which the foreign limited liability partnership is to dissolve;
(g) A statement to the effect that the partnership is a limited liability partnership; and
(h) Any other matters the foreign limited liability partnership determines to include.
(2) The certificate of registration shall be executed by one or more partners authorized to execute the certificate.
(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:
(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;
(b) File in his office the original of the certificate; and
(c) Return a copy to the person who filed it or his representative.
(4) Registration is effective immediately upon the certificate of registration being filed or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by filing with the Secretary of State a certificate of cancellation executed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A foreign limited liability partnership shall cancel its registration upon completion of the winding up of its affairs and may cancel its registration upon it ceasing to transact business in this state. Cancellation revokes the authority of the registered agent for service of process designated pursuant to this section and operates as a consent that the Secretary of State may accept service of process on the foreign limited liability partnership with respect to causes of action arising out of the transaction of business in this state.
(5) The status of a partnership as a foreign limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, or (b) changes after the filing of the certificate in the information stated in the certificate.
(6) If any statement in the certificate of registration of a foreign limited liability partnership was false when made or any arrangements or other facts described therein change, making the certificate inaccurate in any respect, or if the foreign limited liability partnership shall desire to change its registered agent for service of process, the foreign limited liability partnership shall promptly file in the office of the Secretary of State a certificate of amendment, correcting or amending the certificate of registration, together with a fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be executed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate or to amend a certificate shall not affect the liability of the partners of the foreign limited liability partnership.
(7) The Secretary of State may provide forms for the certificates described in this section.
(8) The fact that a certificate of registration of a foreign limited liability partnership is on file in the office of the Secretary of State is notice that the entity is a foreign limited liability partnership.
SECTION 49. Section 79-12-97, Mississippi Code of 1972, is reenacted as follows:
79-12-97. (1) The name under which a foreign limited liability partnership proposes to register and transact business in this state shall include the words "limited liability partnership," "registered limited liability partnership" or the abbreviations "L.L.P.," "LLP," "R.L.L.P." or "RLLP."
(2) Except as authorized by subsection (3) of this section, the name of the foreign limited liability partnership must be distinguishable upon the records of the Secretary of State from (a) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability company or limited liability partnership organized or registered under the laws of this state; and (b) a name reserved or registered in the office of the Secretary of State for any of the entities named in this subsection.
(3) A foreign limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (2) of this section. The Secretary of State shall authorize the use of the name applied for if:
(a) The other domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability company or limited liability partnership consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying foreign limited liability partnership; or
(b) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
SECTION 50. Section 79-12-99, Mississippi Code of 1972, is reenacted as follows:
79-12-99. (1) A foreign limited liability partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered pursuant to this chapter.
(2) The failure of a foreign limited liability partnership to register in this state does not impair the validity of any contract or act of the foreign limited liability partnership or prevent the foreign limited liability partnership from defending any action, suit or proceeding in any court of this state.
(3) A partner of a foreign limited liability partnership is not liable for the debts, obligations or liabilities of the foreign limited liability partnership beyond that provided in Section 79-12-93 of this chapter solely by reason of the foreign limited liability partnership having transacted business in this state without registration.
(4) By transacting business in this state without registration, a foreign limited liability partnership appoints the Secretary of State as its registered agent for service of process with respect to causes of action arising out of the transaction of business in this state.
SECTION 51. Section 79-12-101, Mississippi Code of 1972, is reenacted as follows:
79-12-101. (1) The following activities of a foreign limited liability partnership, among others, do not constitute transacting business in this state within the meaning of this chapter:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of its partners or carrying on any other activities concerning its internal affairs;
(c) Maintaining bank accounts;
(d) Selling through independent contractors;
(e) Soliciting or obtaining orders, whether by mail or through employees, agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(f) Creating or acquiring indebtedness, mortgages or security interests in real or personal property;
(g) Securing or collecting indebtedness or enforcing mortgages and security interests in property securing such indebtedness;
(h) Owning, without more, real or personal property;
(i) Conducting an isolated transaction that is completed within thirty (30) days and that it not be one in the course of repeated transactions of a like nature; or
(j) Transacting business in interstate commerce.
(2) A foreign limited liability partnership shall not be considered to be transacting business in this state solely because it:
(a) Owns a controlling interest in a corporation or a foreign corporation that transacts business in this state;
(b) Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; or
(c) Is a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
(3) This section does not apply in determining the activities that may subject a foreign limited liability partnership to service of process or taxation in this state or to regulation under any other law of this state.
(4) A foreign limited liability partnership which is a partner or member of any general partnership, limited partnership (other than as a limited partner), limited liability partnership, joint venture, syndicate, pool or other association of any kind (other than a foreign limited liability company), whether or not such foreign limited liability partnership shares with or delegates to others control of such entity, which entity is transacting business in this state, is hereby declared to be transacting business in this state.
SECTION 52. Section 79-12-103, Mississippi Code of 1972, is reenacted as follows:
79-12-103. The Attorney General may bring an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter.
SECTION 53. Section 79-12-105, Mississippi Code of 1972, is reenacted as follows:
79-12-105. (1) A foreign limited liability partnership's registered agent is the foreign limited liability partnership's agent for service of process, notice or demand required or permitted by law to be served on the foreign limited liability partnership.
(2) This section does not prescribe the only means, or necessarily the required means, of serving process on a foreign limited liability partnership.
SECTION 54. Section 79-12-107, Mississippi Code of 1972, is reenacted as follows:
79-12-107. (1) A foreign limited liability partnership may carry on any lawful business, purpose or activity.
(2) Every foreign limited liability partnership has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs.
(3) Nothing in this chapter is intended to exempt any foreign limited liability partnership from its obligation to comply with any statutory or administrative registration, licensure or filing requirements governing the specific type of business in which the foreign limited liability partnership engages in this state.
SECTION 55. Section 79-12-109, Mississippi Code of 1972, is reenacted as follows:
79-12-109. A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the office of the Secretary of State for filing under this chapter. An offense under this provision is a misdemeanor punishable by a fine not to exceed Five Hundred Dollars ($500.00).
SECTION 56. Section 79-12-111, Mississippi Code of 1972, is reenacted as follows:
79-12-111. The Secretary of State shall charge and collect fees in the amounts specified for the following purposes:
(a) Filing of Certificate of Registration of Domestic or Foreign Limited Liability Partnership -- Two Hundred Fifty Dollars ($250.00).
(b) Filing of Certificate Correcting or Amending a Certificate of Registration of Domestic or Foreign Limited Liability Partnership -- Fifty Dollars ($50.00).
(c) Filing of Certificate of Cancellation of Registration of Domestic or Foreign Limited Liability Partnership -- Twenty-five Dollars ($25.00).
(d) Any other document required or permitted to be filed by this chapter -- Twenty-five Dollars ($25.00).
SECTION 57. Section 79-12-113, Mississippi Code of 1972, is reenacted as follows:
79-12-113. The Secretary of State shall have the powers reasonably necessary to perform the duties required of him under the provisions of this chapter.
SECTION 58. Section 79-12-115, Mississippi Code of 1972, is reenacted as follows:
79-12-115. Limited liability partnerships and foreign limited liability partnerships shall be classified as entities for state tax purposes in the same manner as such entities are classified for federal income tax purposes.
SECTION 59. Section 79-12-117, Mississippi Code of 1972, is reenacted as follows:
79-12-117. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
SECTION 60. Section 79-12-119, Mississippi Code of 1972, is reenacted as follows:
79-12-119. Sections 79-31-1, 79-31-3, 79-31-5, 79-31-7, 79-31-9, 79-31-11, 79-31-13, 79-31-15, 79-31-17, 79-31-19, 79-31-21, 79-31-23, 79-31-25, 79-31-27, 79-31-29, 79-31-31, 79-31-33, 79-31-35, 79-31-37 and 79-31-39, Mississippi Code of 1972, which relate to the registration of foreign limited liability partnerships, are hereby repealed. All foreign limited liability partnerships registered pursuant to the provisions of Sections 79-31-1 through 79-31-39, Mississippi Code of 1972, shall be deemed to be registered pursuant to the provisions of this chapter and shall be governed by this chapter.
SECTION 61. Section 1207, Chapter 458, Laws of 2004, is amended as follows:
Section 1207. Sections 79-12-1, 79-12-3, 79-12-5, 79-12-7, 79-12-9, 79-12-11, 79-12-13, 79-12-15, 79-12-17, 79-12-19, 79-12-21, 79-12-23, 79-12-25, 79-12-27, 79-12-29, 79-12-31, 79-12-33, 79-12-35, 79-12-37, 79-12-39, 79-12-41, 79-12-43, 79-12-45, 79-12-47, 79-12-49, 79-12-51, 79-12-53, 79-12-55, 79-12-57, 79-12-59, 79-12-61, 79-12-63, 79-12-65, 79-12-67, 79-12-69, 79-12-71, 79-12-73, 79-12-75, 79-12-77, 79-12-79, 79-12-81, 79-12-83, 79-12-85, 79-12-87, 79-12-89, 79-12-91, 79-12-93, 79-12-95, 79-12-97, 79-12-99, 79-12-101, 79-12-103, 79-12-105, 79-12-107, 79-12-109, 79-12-111, 79-12-113, 79-12-115, 79-12-117 and 79-12-119, Mississippi Code of 1972, which constitute the Mississippi Uniform Partnership Law, shall stand repealed on January 1, 2009.
SECTION 62. This act shall take effect and be in force from and after July 1, 2006.