Title 79, Corporations, Associations, and Partnerships

(1) Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under Section 79-10-11 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profes…

(1) Except as provided in subsection (2) of this section, a professional corporation has the powers enumerated in Section 79-4-3.02, Mississippi Code of 1972. (2) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint …

(1) A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services. (2) Subsection (1) does not:(a) Require an individual employed by a professional corporation to be …

(1) A professional corporation may not render any professional service other than the professional service authorized by its articles of incorporation. (2) Subsection (1) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, …

(1) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of Sections 79-4-4.01 and 79-4-15.06, Mississippi Code of 1972:(a) Must contain the words “profe…

(1) A professional corporation may issue shares, fractional shares and rights or options to purchase shares only to:(a) Individuals who are authorized by law in this or another state to render a professional service described in the corporation’s articles of incorporation;(b) Pro…

(1) In addition to any other statement required or permitted by applicable law, the following statement must appear conspicuously on each share certificate issued by a professional corporation:The transfer of shares of a professional corporation is restricted by the Mississippi P…

(1) A shareholder of a professional corporation may transfer shares, fractional shares and rights or options to purchase shares of the corporation only to qualified persons. A shareholder of a professional corporation may pledge shares to a qualified person or to a disqualified p…

(1) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder if:(a) The shareholder dies and the successor in interest to the deceased shareholder is not a qualified person, except as provided in subsection (3);(b) The …

(1) If shares must be acquired under Section 79-10-37, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offering to purchase the shares at a price t…

(1) If the disqualified shareholder does not accept the professional corporation’s offer under Section 79-10-39(2) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a pro…

(1) The court in an appraisal proceeding commenced under Section 79-10-41 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the…

If the shares of a disqualified person are not acquired under Section 79-10-39 or 79-10-41 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification or transfer, the professional corporation shall immediately cancel the shares …

(1) Only a qualified person may be appointed a proxy to vote shares of a professional corporation. (2) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is …

(1) The relationship between an individual rendering professional services as an employee of a domestic or foreign professional corporation and his client or patient is the same as if the individual were rendering the services as a sole practitioner. (2) The relationship between …

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statute or common law of this state is not affected by this chapter. The privilege applies to a domestic or foreign profession…

(1) Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for a negligent or wrongful act or omission in which he personally participates to the same extent as if he rendered the services as a sole practitione…

(1) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporat…

If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of Section 79-4-4.01, Mississippi Code of 1972. After th…

(a) The Attorney General may commence a proceeding under Sections 79-4-14.30 through 79-4-14.33, Mississippi Code of 1972, to dissolve a professional corporation if:(a) The Secretary of State or a licensing authority with jurisdiction over a professional service described in the …

(1) A foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) A foreign professional corporation may not obtain a certificate of authority unless:(a) Its corporate name satisfies the req…

The application of a foreign professional corporation for a certificate of authority to render professional services in this state must contain the information called for by Section 79-4-15.03, Mississippi Code of 1972, and in addition include a statement that all of its sharehol…

The Secretary of State may administratively revoke under Sections 79-4-15.30 through 79-4-15.32, Mississippi Code of 1972, the certificate of authority of a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction o…

The annual report required by Section 79-4-16.22, Mississippi Code of 1972, for each domestic professional corporation, and for each foreign professional corporation authorized to transact business in this state, must include a statement that all of its shareholders are qualified…

Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.

This chapter does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional c…

(1) Except as otherwise provided in this section, this chapter applies to professional corporations in existence on July 1, 1995. A professional corporation in existence on July 1, 1995, may, but is not required to, amend its articles of incorporation to comply with this chapter.…

The Mississippi Legislature has power to amend or repeal all or part of this chapter at any time and all domestic and foreign professional corporations subject to this chapter are governed by the amendment or repeal.

(1) Except as provided in subsection (2), the repeal of a statute by this chapter does not affect:(a) The operation of the statute or any action taken under it before its repeal;(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred …

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or applic…