Senate Bill 2981 Summary

• Repeals and replaces the entire Mississippi Limited Liability Company Act with a comprehensive revised statute governing formation, operation, management, and dissolution of domestic and foreign limited liability companies.

• Establishes framework for LLC formation, including certificate of formation requirements, member and manager roles, voting rights, and operational flexibility through operating agreements.

• Provides detailed provisions for distributions, financial interests, member contributions, and restrictions on wrongful distributions to members.

• Creates procedures for mergers, asset dispositions, appraisal rights, and dissolution including both voluntary and judicial dissolution, with mechanisms for winding-up and creditor notification.

• Includes comprehensive regulations for professional limited liability companies rendering licensed services, foreign LLC registration and administration, derivative actions by members, and various administrative procedures and fees to be collected by the Secretary of State.