Rescinding dissolution

  1. Law
  2. Mississippi Code
  3. Corporations, Associations, and Partnerships
  4. Mississippi Uniform Limited Partnership Act
  5. Dissolution and Winding Up
  6. Rescinding dissolution

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A limited partnership may rescind its dissolution, unless the chancery court has entered an order under Section 79-14-801(a) (6) dissolving the partnership or the Secretary of State has dissolved the partnership under Section 79-14-811.

Rescinding dissolution under this section requires:

  1. The affirmative vote or consent of each partner; and
  2. If the limited partnership has delivered to the Secretary of State for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and:
  3. The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.

The amendment has not become effective, delivery to the Secretary of State for filing of a statement of withdrawal under Section 79-14-208 applicable to the amendment; or

The amendment has become effective, delivery to the Secretary of State for filing of an amendment to the certificate of limited partnership within one hundred twenty (120) days of the effective date of the dissolution stating that dissolution has been rescinded under this section.

If a limited partnership rescinds its dissolution:

The partnership resumes carrying on its activities and affairs as if dissolution had never occurred;

Subject to paragraph (3), any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and


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