 |
|
   |
 |
|
MISSISSIPPI LEGAL INFORMATION
LLC Links -- Forms and Statutes
- Mississippi Secretary of State's office, home page for business formation
- Mississippi LLC Certificate of Formation
- Filing Fee: $50.
- Mississippi Limited Liability Company Act
- Note of Mississippi PLLCs. Mississippi has a separate section in their Limited Liability Company Act for PLLCs (section 9). However, the Mississippi Secretary of State, on its web site, only publishes an LLC Certificate of Formation that nowhere discusses PLLCs. Mississippi Stat. § 79-29-903 (Election of professional limited liability company status) FN1, a PLLC is formed "by delivering to the Secretary of State for filing a certificate of formation which includes a statement that (a) it is a professional limited liability company, and (b) its purpose is to render the specified professional services." I assume that means the standard LLC certificate of formation (form linked above) together with a statement that the professional crafts notifying that a PLLC is being formed. Would be nice if the MS Sec. of State crafted specific PLLC articles of organization. You should contact them to confirm the procedure before filing.
Selected Mississippi Statutes
- § 79-29-104. Name.
(1) The name of each limited liability company as set forth in its certificate of formation:
- Must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC";
- May contain the name of a member or manager;
- Except as authorized by subsection (2) of this section, must be distinguishable upon the records of the Secretary of State from (i) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership or limited liability company organized or registered under the laws of this state; and (ii) a name reserved or registered in the office of the Secretary of State for any of the entities named in paragraph (1)(c)(i) of this section; and
- May not contain the following words: "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," "partnership," "limited partnership," or any combination or abbreviation thereof, or any words or abbreviations of similar import.
* * *
- § 79-29-306. Limited liability company agreement.
(1) The members of a limited liability company may enter into a limited liability company agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of this state or the certificate of formation.
(2) (a) A limited liability company agreement must initially be agreed to by all of the members.
&nbps; (b) If the certificate of formation or limited liability company agreement does not provide for the method by which a limited liability company agreement may be amended, then all of the members must agree to any amendment of a limited liability company agreement, including an amendment that occurs as the result of a merger with a domestic or foreign limited liability company.
(3) (a) A court of equity may enforce a limited liability company agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances.
&nbps; (b) As an alternative to injunctive or other equitable relief, when the provisions of Section 79-29-802 are applicable, the court may order dissolution of the limited liability company.
- § 79-29-602. Distribution upon dissociation. Except as provided in this chapter, upon dissociation any dissociating member is entitled to receive any distribution to which he is entitled under the certificate of formation or limited liability company agreement and, if not otherwise provided therein the dissociating member is entitled to receive, within a reasonable time after the dissociation, the fair value of his interest in the limited liability company as of the date of dissociation based upon his right to share in distributions from the limited liability company.
- § 79-29-902. Article definitions. As used in this article, unless the context requires otherwise:
* * *
(g) "Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, including, without limitation, certified public accountants, dentists, architects, veterinarians, osteopaths, physicians, surgeons and attorneys-at-law.
(h) "Qualified person" means an individual, general partnership, professional limited liability company or other entity that is eligible under this article to be a member of a professional limited liability company.
- § 79-29-903. Election of professional limited liability company status.
(1) One or more persons may form a professional limited liability company by delivering to the Secretary of State for filing a certificate of formation which includes a statement that (a) it is a professional limited liability company, and (b) its purpose is to render the specified professional services.
(2) A limited liability company formed under this chapter (other than a professional limited liability company in existence on July 1, 1995, which is subject to the provisions of Section 79-29-932) may elect professional limited liability company status by amending its certificate of formation to comply with subsection (1) and Section 79-29-908.
(3) Nothing in this article shall be construed to require a person rendering professional services in this state to render such services through a professional limited liability company or foreign professional limited liability company unless a law of this state other than this article so requires.
- §79-29-906. Rendering professional services.
(1) A domestic or foreign limited liability company may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(2) Subsection (1) does not:
(a) Require an individual employed by a professional limited liability company to be licensed to perform services for the limited liability company if a license is not otherwise required;
(b) Prohibit a licensed individual from rendering professional services in his individual capacity although he is a member, manager, employee or agent of a domestic or foreign professional limited liability company;
(c) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional limited liability company in this state if not prohibited by the licensing authority.
- § 79-29-908. Corporate name.
(1) The name of a domestic professional limited liability company and of a foreign professional limited liability company authorized to transact business in this state, in addition to satisfying the requirements of Sections 79-29-104 and 79-29-1004:
(a) Must contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC";
(b) May not contain language stating or implying that it is formed for a purpose other than that authorized by Section 79-29-904 and its certificate of formation; and
(c) Must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the limited liability company's certificate of formation.
(2) Sections 79-29-104 and 79-29-1004 do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign professional limited liability company or the name of an individual who was associated with a predecessor of the limited liability company.
Library of Informational Legal Articles
DISCLAIMER
The above is provided for informational purposes only and is NOT to be relied upon as legal advice. This service is not a substitute for the advice of an attorney and we encourage users to have all documents created on our site reviewed by an attorney. No attorney-client relationship is established by use of our online legal forms system and the user is not to rely upon any information found anywhere on our site. THESE FORMS ARE SOLD ON AN "AS IS" BASIS WITH NO WARRANTIES OR GUARANTIES. If you wish personal assistance in deciding whether the document found on our site is right for you or desire representations and warranties upon the legality of the document you are purchasing in the jurisdiction you will be using it, contact an attorney licensed to practice law in your state.
|
 |
|
   |
|
 |
