Mississippi Partnership Agreement

A Mississippi partnership agreement is the rulebook and guidelines that partners agree to adhere to when running their partnership. This gives the partners and their business long term stability in their business since each must agree to it in order to be admitted as a partner.

Last updated December 31st, 2024

A Mississippi partnership agreement is the rulebook and guidelines that partners agree to adhere to when running their partnership. This gives the partners and their business long term stability in their business since each must agree to it in order to be admitted as a partner.

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Mississippi Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Partners do not need to register a GP; however, every partnership must conform to state naming requirements. Mississippi Business Search
File Online with the Mississippi Secretary of State Business Services
(Filing Fee – GP: $25)
Limited Partnership (LP) File Online with Mississippi Mississippi Secretary
of State Business Services (Filing Fee – LP: $50 FLP: $250)
Limited Liability Partnership (LLP) File Online with Mississippi Mississippi Secretary of State Business Services (Filing Fee – LLP: $250 FLLP: $250)
Limited Liability Limited Partnership (LLLP) File Online with the Mississippi Secretary of State Business Services(Min: LP: $50 FLP: $250)

Fiduciary Duty

Duty of Loyalty:
  • General partners owe their partnership a full accounting of all “property, profit,” as well as any benefits or opportunities gained from the use of partnership property, activities, or opportunities. [1]
  • A general partner’s activities may not include any where a partner engages in partnership affairs “as or on behalf of a person” that is working against partnership interests. [2]
  • Partners are explicitly forbidden from “competing” with any of the partnership’s goals during the conduct of business or its winding up. [3]

Duty of Care:

  • General partners in an LP (of any kind) abstain from “grossly negligent,” reckless, and especially intentional misconduct or illegal activities. [4]
  • General partners shall perform all duties mandated by Mississippi law and “under the partnership agreement” while displaying “good faith” and fairness. [5]
  • A general partner does not violate their station or the partnership agreement solely because they wish to pursue their own interests. [6]

Liability

The general partners in an LP generally hold the limited partnership’s obligations and liabilities however this standard is adjustable through the actions of a claimant or as “provided by law.” [7]
General partners are vulnerable to the liabilities of their limited partnership beginning from the time of their admittance or otherwise “incurred” only during their time as a general partner. [8]
A limited liability limited partnership grants protection against its “debt, obligation, or other liability” only during the period when it is legally operating as a limited liability entity as opposed to a limited partnership without limited liability status. [9]

State Definitions (6)

Partner means an individual or an entity that is a “limited partner or general partner” according to their partnership agreement, partnership certificate (if any), and Mississippi law. [10]

General partner means an individual or entity that is currently assigned this title under their partnership agreement and “has not disassociated as a general partner.” [11]

Limited partner means a person that carries this role, responsibilities (for instance, contribution), and protections “as provided in their partnership agreement” as provided by state law.[12][13]

Limited partnership means a partnership entity “formed under” Louisiana law, specifically Section 79-14-112 and includes the term “limited liability limited partnership.” [14]

Limited liability limited partnership means a domestic limited partnership with an active certificate of limited partnership that explicitly states “the partnership is a limited liability limited partnership.” [15]

Foreign limited partnership means “an unincorporated entity formed” as an LP in another jurisdiction and specifically includes the term “limited liability limited partnership.”[16]