Title 79, Corporations, Associations, and Partnerships

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors may adopt one or more amendments to the corporation’s bylaws. The corporation shall provide notice of any meeting of directors at which an amendment is to b…

(1) Unless Section 79-11-101 et seq., the articles, bylaws, the members (acting pursuant to subsection (2) of this section), or the board of directors (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, an amendment to a corporation’s by…

(1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:(a) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a m…

(1) One or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in Section 79-11-321. (2) The plan of merger must set forth:(a) The name of each corporation planning to merge and the name of the surviving co…

(1) Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, a plan of merger to be adopted must be approved:(a) By the board of …

(a) After a plan of merger is approved by the board of directors, and if required by Section 79-11-321, by the members, the surviving or acquiring corporation shall deliver to the Secretary of State articles of merger setting forth:(a) The plan of merger;(b) If approval of member…

(1) When a merger takes effect:(a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(b) The title to all real estate and other property owned by each corporati…

(1) One or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:(a) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies w…

(1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or(b) Mortgage, pledge,…

(a) Any religious society, ecclesiastical body and/or any congregation thereof may hold and own the following real property, but no other, viz.:(a) Each house or building used as a place of worship, with a reasonable quantity of ground annexed to such building or house.(b) Each h…

(1) A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property (with or without the goodwill) other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corpo…

(1) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. (2) The corporation shall give notice o…

(1) Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:(a) By the board of dire…

(a) The assets of a corporation in the process of voluntary dissolution pursuant to Section 79-11-333 or Section 79-11-335 shall be applied and distributed as follows:(a) All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case its prope…

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:(a) The name of the corporation;(b) The date dissolution was authorized;(c) A statement that dissolution was approved by a s…

(1) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of …

(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:(a) Preserving and protecting its assets and minimizing its liabilities;(b) Discharging or making provision f…

(1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:…

(1) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (2) The notice must:(a) Be published one (1) time in a newspaper of general circulation in the county wh…

(a) The Secretary of State may commence a proceeding under Section 79-11-349 to administratively dissolve a corporation if:(a) The corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by Section 79-11-101 et seq. or other law;(b) The c…

(1) Upon determining that one or more grounds exist under Section 79-11-347 for dissolving a corporation, the Secretary of State shall notify the corporation in the form of a record of that determination. (2) If the corporation does not correct each ground for dissolution or demo…

(1) A corporation administratively dissolved under Section 79-11-349 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:(a) Recite the name of the corporation and the effective date of its administrative…

(1) The Secretary of State, upon denying a corporation’s application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reason or reasons for denial. (2) The corporation may appeal the denial of reinstatemen…

(1) The chancery court of the county where the corporation’s principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation:(a)…

(1) Venue for a proceeding to dissolve a corporation lies in the county where a corporation’s principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this stat…

(1) A court in a judicial proceeding brought to dissolve a corporation shall have the power to issue injunctions and may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, af…

(1) If after the hearing the court determines that one or more grounds for judicial dissolution described in Section 79-11-355 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a …

(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:(a) M…

(1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (2) The successor to a foreign corporation that transacted business in this state …

(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth:(a) The name of the foreign corporation or, if its name is unavailable for use in this stat…

(1) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:(a) Its corporate name;(b) The period of its duration;(c) Any information required by Section 79-35-5(a); or(d) The st…

(1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Section 79-11-101 et seq. (2) A foreign corporation with a valid certifi…

(1) If the corporate name of a foreign corporation does not satisfy the requirements of Section 79-11-157, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if i…

Notice or demand required or permitted by law on a foreign corporation authorized to transact business in this state is governed by Section 79-35-13. Service of process is governed by the Mississippi Rules of Civil Procedure.

(1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. (2) A foreign corporation authorized to transact business in this state may apply for a certificate o…

(1) The Secretary of State may commence a proceeding under Section 79-11-387 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(a) The foreign corporation does not deliver the annual report to the Secretary of State w…

(1) The Secretary of State upon determining that one or more grounds exist under Section 79-11-385 for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under Section 79-11-381. (2) The Attorney General upon det…

(1) A foreign corporation may appeal the Secretary of State’s revocation of its certificate of authority to the Chancery Court of the First Judicial District of Hinds County, Mississippi, or the chancery court of the county where the corporation’s principal office is located with…

(1) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall upon request deliver to the Secretary of State a status report on a form prescribed and furnished by the Secretary of State that sets forth:(a) The name of the corpora…

(a) Rural water companies organized pursuant to Section 79-11-101 et seq. shall be subject to the following requirements in order to obtain federal tax exemptions:(a) Each rural water company shall maintain a roster of all members which shall include the date upon which each memb…

(1) (a) Any nonprofit, nonshare corporation chartered under the Mississippi Nonprofit Corporation Act, Section 79-11-101 et seq., for the purpose of owning and operating rural waterworks annually shall prepare a financial report showing the financial condition of the corporation.…

Section 79-11-101 et seq. apply to all domestic nonprofit, nonshare corporations in existence on its effective date that were incorporated under Section 79-11-1 or any predecessor thereto.

(1) A foreign corporation authorized to transact business in this state on January 1, 1988, Section 79-11-101 et seq. is subject to Section 79-11-101 et seq. but is not required to obtain a new certificate of authority to transact business under Section 79-11-101 et seq. (2) A fo…

(1) Except as provided in subsection (2) of this section, the repeal of a statute by Section 79-11-101 et seq. 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 a…

Except as may be otherwise provided in Sections 79-11-31, 79-11-33 and 79-11-403, Section 79-11-101 et seq. apply to religious corporations.

(1) The following provisions shall not apply to religious corporations unless otherwise provided in their articles or bylaws:(a) Section 79-11-133(b) Section 79-11-189(c) Section 79-11-193(d) Section 79-11-213(e) Section 79-11-239(f) Section 79-11-245(g) Section 79-11-282(h) Sect…