Mississippi Code
Miss. Code Ann. § 79-29-201 (2024)
Certificate of formation
✓ Justia copy: laws through about 2024 (2025 and 2026 sessions missing)
- (1) In order to form a limited liability company, a certificate of formation must be signed and delivered to the Office of the Secretary of State. The certificate must set forth:
- (a) The name of the limited liability company;
- (b) The information required by Section 79-35-5(a); and
- (c) If the limited liability company is to have a specific date of dissolution, the latest date upon which the limited liability company is to dissolve.
- (2) The certificate of formation may set forth any other matters the members determine to include therein.
- (3) A limited liability company is formed at the date and time of the filing of the certificate of formation by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later date or time specified in the certificate of formation if, in either case, the certificate of formation so filed substantially complies with the requirements of this chapter. A delayed effective date specified in a certificate of formation may not be later than the ninetieth day after the date and time it is filed by the Secretary of State.
- (4) For all purposes, a copy of the certificate of formation duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.
Laws, 2010, ch. 532, § 1; Laws, 2012, ch. 382, § 108, eff. 1/1/2013.
Notes of Decisions
Cited in 2
cases (1 in the last 5 years), 2016–2022 · leading case: Watkins Dev., LLC v. C. Delbert Hosemann, Jr., 214 So. 3d 1101 (Miss. Ct. App. 2016).
Watkins Dev., LLC v. C. Delbert Hosemann, Jr., 214 So. 3d 1101 (Miss. Ct. App. 2016). “7 See Miss. Code Ann. § 79-29-201 (Rev. 2013) (forming a limited liability company).”
Lou v. Ochello, No. 20-00027 (Bankr. S.D. Miss. Mar. 30, 2022). “Miss. Code Ann. § 79-29-201 (1). The Certificate of Formation could have listed the members.”
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