Limited Partnerships in Mississippi

Limited Partnerships (“LPs”) are governed by the Mississippi Limited Partnership Act, codified at Miss. Code Ann. §§ 79-14-101 et seq.  To form an LP, a certificate of limited partnership must be signed and delivered to the office of the Secretary of State for filing and must set forth specific information including the name of the LP that contains the words “limited partnership” or their abbreviation. 

LPs have two types of partners, general partners and limited partners. General partners control the daily operations of the business and assume the debts and obligations of the business.  A general partner of an LP has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Unless otherwise provided, a general partner of an LP is generally subject to the same liabilities as a partner in a partnership without limited partners.  Limited partners may contribute capital to the partnership but do not participate in the daily operations of the business. A limited partner is not liable for the obligations of an LP beyond the extent of his contribution unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business.