MS HB1354

Repeals and replaces the existing Mississippi Limited Liability Company Act with the Revised Mississippi Limited Liability Company Act, effective January 1, 2011.

Establishes comprehensive rules for formation, management, member rights, distributions, dissolution, and taxation of domestic and foreign limited liability companies, with provisions allowing flexibility through operating agreements.

Creates regulations for professional limited liability companies rendering licensed services, including membership restrictions, mandatory acquisition of interests upon disqualification, and governance requirements.

Provides procedures for administrative dissolution and reinstatement of both domestic and foreign limited liability companies, along with appraisal rights for members in merger and asset sale transactions.

Includes transition provisions allowing existing limited liability companies to voluntarily adopt the new chapter or be automatically subject to it by January 1, 2012, while maintaining liability protection for members and establishing derivative action procedures.