Restrictions on approval of mergers and on relinquishing LLLP status.
Miss. Code Ann. § 79-14-1110
in effectIf a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:
The limited partnership’s partnership agreement provides for the approval of the merger with the consent of fewer than all the partners; and The partner has consented to the provision of the partnership agreement.
An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
The limited partnership’s partnership agreement provides for the amendment with the consent of less than all the general partners; and
Each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026