37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall
execute a compact, in substantially the following form, with the State of Mississippi, and
the Legislature approves and ratifies the compact in the form substantially as follows: Northeast
Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly
agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry,
and employment opportunities for the public good and welfare in northeast Mississippi and
northwest Alabama through the establishment of a joint interstate authority to acquire certain
railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
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10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
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10A-5-2.01
Section 10A-5-2.01 Formation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. One or more persons may form a limited liability company by filing a certificate
of formation for the limited liability company with the judge of probate of the county in
which the initial registered office of the limited liability company is located pursuant to
Article 3 of Chapter 1. (Acts 1993, No. 93-724, p. 1425, §9; Act 97-920, 1st Ex. Sess., p.
312, §1; §10-12-9; amended and renumbered by Act 2009-513, p. 967, §218.)...
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10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY
1, 2017. Unless its certificate of formation provides otherwise, every limited liability company
has perpetual duration and succession in its name and has , without limitation, all powers
enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts
1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
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10A-5A-4.01
Section 10A-5A-4.01 Admission of members. (a) The initial member or members of a limited liability
company are admitted as a member or members upon the formation of the limited liability company.
(b) After formation of a limited liability company, a person is admitted as a member of the
limited liability company: (1) as provided in the limited liability company agreement; (2)
as the result of a transaction effective under Article 10 of this chapter or Article 8 of
Chapter 1; (3) with the consent of all the members; or (4) as provided in Section 10A-5A-7.01(c)(1)
or (c)(2). (c) A person may be admitted as a member without acquiring a transferable interest
and without making or being obligated to make a contribution to the limited liability company.
A person may be admitted as the sole member without acquiring a transferable interest and
without making or being obligated to make a contribution to the limited liability company.
(Act 2014-144, p. 265, §1; Act 2016-379, p. 934, §4; Act...
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10A-5A-12.01
Section 10A-5A-12.01 Application to existing relationships. (a) Before January 1, 2017, this
chapter governs only: (1) a limited liability company formed on or after January 1, 2015;
and (2) except as otherwise provided in subsection (c), a limited liability company formed
before January 1, 2015, which elects, in the manner provided in the limited liability company's
operating agreement or as provided for by law for amending or restating the limited liability
company's operating agreement, to be subject to this chapter. (b) Except as otherwise provided
in subsection (c), on and after January 1, 2017, this chapter governs all limited liability
companies. (c) For purposes of applying this chapter to a limited liability company formed
before January 1, 2015: (1) the limited liability company's formation document, whether articles
of organization or certificate of formation, is deemed to be the limited liability company's
certificate of formation; (2) the limited liability company's...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION BY ACT
2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities of
an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts, or liabilities
of the limited liability company incurred on behalf of the limited liability company prior
to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...
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10A-5A-6.02
Section 10A-5A-6.02 Event causing dissociation. A person is dissociated as a member from a
limited liability company when any of the following occurs: (a) the limited liability company
has notice of the person's express will to dissociate as a member, except that if the person
specifies a dissociation date later than the date the limited liability company had notice,
then the person is dissociated as a member on that later date; (b) an event stated in the
limited liability company agreement as causing the person's dissociation occurs; (c) the person
is expelled as a member pursuant to the limited liability company agreement; (d) the person
is expelled as a member by the unanimous consent of the other members if: (1) it is unlawful
to carry on the limited liability company's activities and affairs with the person as a member;
(2) there has been a transfer of all of the person's transferable interest other than a transfer
for security purposes; (3) the person is an organization and,...
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10A-5-2.03
Section 10A-5-2.03 Amendment of certificate of formation. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) The certificate of formation may be amended
by delivering the amendment to the judge of probate in whose office the certificate of formation
is filed. The amendment shall set forth: (1) The name of the limited liability company. (2)
The date of filing of the certificate of formation. (3) The amendment(s). (b) Within 30 days
after the happening of any of the following events, an amendment to the certificate of formation
shall be filed to reflect the occurrence of such event or events: (1) There is a change in
the name of the limited liability company. (2) There is a false or erroneous statement in
the certificate of formation. (3) There is a change in the period of duration of the limited
liability company stated in the certificate of formation. (4) The members desire to make a
change in any other statement in the certificate of formation to...
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