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MS SB2322
Bill
AI Summary
- Creates the Mississippi Entity Conversion and Domestication Act allowing domestic entities (corporations, partnerships, LLCs, limited partnerships, trusts, agricultural associations) to convert to a different type of entity or domesticate to/from foreign jurisdictions
- Establishes filing requirements with the Secretary of State including a $50.00 fee for statements of conversion or domestication and $25.00 fee for statements of abandonment
- Requires approval of conversion or domestication plans according to the entity's organic rules, organic law, or by vote of interest holders, with special provisions requiring written consent from any interest holder who will have personal liability after the transaction
- Preserves entity continuity after conversion or domestication, meaning all property, debts, obligations, rights, and privileges continue without interruption, and the entity's name may be substituted in pending legal actions
- Amends the Business Corporation Act, Uniform Partnership Act, Uniform Limited Partnership Act, and Limited Liability Company Act to conform with the new conversion and domestication procedures, and repeals existing partnership conversion provisions effective January 1, 2015
Legislative Description
Mississippi Entity Conversion and Domestication Act; create.
Last Action
Approved by Governor
3/19/2014
Committee Referrals
Judiciary A2/15/2014
Judiciary, Division A1/17/2014
Full Bill Text
No bill text available