SB 2310 Summary

• Creates the Mississippi Uniform Limited Partnership Act, replacing the prior 1987 limited partnership law with modernized provisions governing formation, operation, and dissolution of limited partnerships

• Establishes limited liability limited partnerships (LLLPs) where general partners have liability protection similar to limited partners, while allowing traditional limited partnerships to retain general partner liability for partnership debts

• Provides comprehensive rules for partner rights, duties, and dissociation; transferable interests and creditor remedies; distributions and capital contributions; and merger of limited partnerships with other entities

• Sets filing requirements with the Secretary of State for certificates of limited partnership, amendments, dissolutions, and foreign limited partnership registrations, with specified fees ranging from $25 to $250

• Applies to limited partnerships formed on or after July 1, 2015 immediately, with all existing partnerships required to comply by January 1, 2017, while allowing earlier voluntary adoption