Mississippi Code
Miss. Code Ann. § 79-29-311 (2026)
Liability to third parties
✓ current as of July 2026
- (1) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member, manager or officer of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member, acting as a manager or acting as an officer of the limited liability company.
- (2) A member, manager or officer of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member, manager or officer, as applicable, of the limited liability company, except:
- (a) Where the object of the proceeding is to enforce a member's, manager's or officer's right against or liability to the limited liability company; or
- (b) In a derivative action brought pursuant to Article 11 of this chapter.
- (3) Notwithstanding the provisions of subsections (1) and (2) of this section, under an operating agreement or under another agreement, a member, manager or officer may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Notes of Decisions
Cited in 9
cases (5 in the last 5 years), 2012–2025 · leading case: Restaurant of Hattiesburg, LLC v. Hotel & Restaurant Supply, Inc., 84 So. 3d 32 (Miss. Ct. App. 2012).
Restaurant of Hattiesburg, LLC v. Hotel & Restaurant Supply, Inc., 84 So. 3d 32 (Miss. Ct. App. 2012). “Mississippi Code Annotated section 79-29-305(1) (Rev.2009) was amended and re-codified as Mississippi Code Annotated section 79-29-311(1) (Supp.”
Fill It Up, LLC v. MS LZ Delta, LLC, 342 F. Supp. 3d 707 (N.D. Miss. 2018). “Miss. Code Ann. § 79-29-311 (2). However, in Derouen v.”
Loeb Bros. Realty, L.P. v. Parkway Exch., LLC (N.D. Miss. 2021). “Miss. Code Ann, § 79-29-311(1).? Further, the Mississippi Supreme Court has clearly held that absent a showing of individual wrongdoing or participation in the subject misfeasance on the part of the subject corporate officer or manager, personal liability is not warranted; mere…”
Lentz v. Donald Norris Assocs., PLLC d/b/a Stonepoint Le (Bankr. S.D. Miss. 2020). “030 (making LLC statutes applicable to PLLCs); accord Miss. Code Ann. § 79-29-311 (1), -901 (making LLC statutes applicable to PLLCs).”
Lentz v. The Law Offices of Robert S. Gitmeid & Assocs. (Bankr. S.D. Miss. 2020). “Law § 1213 (making LLC statutes applicable to PLLCs); accord Miss. Code Ann. § 79-29-311 (1), -901 (making LLC statutes applicable to PLLCs).”
Lou v. Ochello (Bankr. S.D. Miss. 2022). “except: (a) Where the object of the proceeding is to enforce a member’s . . . right against or liability to the limited liability company, or (b) In a derivative action .”
Powell v. Worldwide Trucks, LLC (S.D. Miss. 2025). “Miss. Code Ann. § 79-29-311 (2). As this is neither an action to enforce plaintiff’s rights against KRP nor a derivative action, plaintiff is not a real party in interest to pursue the claim in this case.”
Blue Hill Specialty Ins. Co. v. Robertson (S.D. Miss. 2025). “2021) (citing Miss. Code Ann. § 79-29-311 (1)). Therefore, Whitten cannot qualify as an insured under the [1-2] Policy.”
Johansen v. Myers (S.D. Miss. 2025). “Miss. Code Ann. § 79-29-311 (1) (emphasis added).”
Miss. Code Ann. § 79-29-311(1): 2 cases
Restaurant of Hattiesburg, LLC v. Hotel & Restaurant Supply, Inc., 84 So. 3d 32 (Miss. Ct. App. 2012). “Mississippi Code Annotated section 79-29-305(1) (Rev.2009) was amended and re-codified as Mississippi Code Annotated section 79-29-311(1) (Supp.”
Loeb Bros. Realty, L.P. v. Parkway Exch., LLC (N.D. Miss. 2021). “Miss. Code Ann, § 79-29-311(1).? Further, the Mississippi Supreme Court has clearly held that absent a showing of individual wrongdoing or participation in the subject misfeasance on the part of the subject corporate officer or manager, personal liability is not warranted; mere…”
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