Mississippi Code
Miss. Code Ann. § 79-13-302 (2026)
Transfer of partnership property
✓ current as of July 2026
- (a) Partnership property may be transferred as follows:
- (1) Subject to the effect of a statement of partnership authority under Section 79-13-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
- (2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
- (3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
- (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under 79-13-301 and:
- (1) As to a subsequent transferee who gave value for property transferred under subsection (a) (1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
- (2) As to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
- (c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
- (d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Laws, 2004, ch. 458, § 302, eff. 1/1/2005.
Notes of Decisions
Cited in 4
cases, 2008–2011 · leading case: Barrett v. Jones, Funderburg, Sessums, Peterson & Lee, LLC, 27 So. 3d 363 (Miss. 2009).
Barrett v. Jones, Funderburg, Sessums, Peterson & Lee, LLC, 27 So. 3d 363 (Miss. 2009). “Miss Code Ann. 79-13-302(1) (Rev.2009). It is undisputed that Richard Scruggs's misconduct was not actually authorized by SKG, and there is no assertion that he acted with apparent authority under Section 79-13-302(1).”
Scruggs v. Wyatt, 60 So. 3d 758 (Miss. 2011). “Miss.Code Ann. § 79-13-307(e) (Rev. 2009).”
Kinwood Capital Grp., L.L.C. v. BankPlus (In Re Northlake Dev., LLC), 614 F.3d 140 (5th Cir. 2010). “This describes the situation in Mississippi. If Kin-wood had been a partnership rather than an LLC, the Kinwood Deed likely would have been voidable rather than void ab initio under Mississippi's adoption of the Uniform Partnership Act.”
Don Barrett v. Jones, Funderburg, Sessums, Peterson & Lee, LLC (Miss. 2008). “Miss Code Ann. 79-13-302(1) (Rev. 2009). It is undisputed that Richard Scruggs’s misconduct was not actually authorized by SKG, and there is no assertion that he acted with apparent authority under Section 79-13-302(1).”
— Miss. Code Ann. § 79-13-302(1) — 3 cases
Barrett v. Jones, Funderburg, Sessums, Peterson & Lee, LLC, 27 So. 3d 363 (Miss. 2009). “Miss Code Ann. 79-13-302(1) (Rev.2009). It is undisputed that Richard Scruggs's misconduct was not actually authorized by SKG, and there is no assertion that he acted with apparent authority under Section 79-13-302(1).”
Scruggs v. Wyatt, 60 So. 3d 758 (Miss. 2011). “Miss.Code Ann. § 79-13-307(e) (Rev. 2009).”
Don Barrett v. Jones, Funderburg, Sessums, Peterson & Lee, LLC (Miss. 2008). “Miss Code Ann. 79-13-302(1) (Rev. 2009). It is undisputed that Richard Scruggs’s misconduct was not actually authorized by SKG, and there is no assertion that he acted with apparent authority under Section 79-13-302(1).”
— Miss. Code Ann. § 79-13-302(b) — 1 case
Kinwood Capital Grp., L.L.C. v. BankPlus (In Re Northlake Dev., LLC), 614 F.3d 140 (5th Cir. 2010). “This describes the situation in Mississippi. If Kin-wood had been a partnership rather than an LLC, the Kinwood Deed likely would have been voidable rather than void ab initio under Mississippi's adoption of the Uniform Partnership Act.”
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