Title 79, Corporations, Associations, and Partnerships

(a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted:(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of confl…

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized; and(3) If dissolution was approved by th…

(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) 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 …

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(1) Collecting its assets;(2) Disposing of its properties that will not be distributed in kind to i…

(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing …

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

(a) A dissolved corporation that has published a notice under Section 79-4-14.07 may file an application with the chancery court of the county where the dissolved corporation’s principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Miss…

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation which has disposed of claims un…

(1) The Secretary of State may commence a proceeding under Section 79-4-14.21 to administratively dissolve a corporation if:(1) The corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Section 79-4-1.01 et seq. or other la…

(a) If the Secretary of State determines that one or more grounds exist under Section 79-4-14.20 for dissolving a corporation, he shall serve the corporation with written notice of his determination. Such determination may be served either by electronic mail to the email address …

(a) A corporation administratively dissolved under Section 79-4-14.21 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The applicant must:(1) Recite the name of the corporation and the effective date of its administrative …

(a) If the Secretary of State denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement…

(a) The chancery court may dissolve a corporation:(1) In a proceeding by the Attorney General if it is established that:(i) The corporation obtained its articles of incorporation through fraud;(ii) The corporation has continued to exceed or abuse the authority conferred upon it b…

(a) Venue for a proceeding brought by any party named in Section 79-4-14.30 lies in the county where a corporation’s principal office is or was located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal…

(a) Unless an election to purchase has been filed under Section 79-4-14.34, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporat…

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 79-4-14.30 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 c…

(a) In a proceeding under Section 79-4-14.30(a)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant t…

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, c…

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

(a) 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. (b) The successor to a foreign corporation that transacted business in this state …

(a) 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 for filing. The application must set forth:(1) The name of the foreign corporation or, if its name is unavailable for use i…

(a) 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:(1) Its corporate name;(2) The period of its duration;(3) Any of the information required by Section 79-35-5(a); or(4)…

(a) 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 79-4-1.01 et seq. (b) A foreign corporation with a valid certifi…

(a) If the corporate name of a foreign corporation does not satisfy the requirements of Section 79-4-4.01, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state:(1) May add the word “corporation,” “incorporated,” “company” or …

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.

(a) 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. (b) 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 79-4-15.31 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation does not deliver its annual report to the Secretary of State …

(a) If the Secretary of State determines that one or more grounds exist under Section 79-4-15.30 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under Section 79-4-15.10, except that such determination …

(a) A foreign corporation whose certificate of authority is administratively revoked under Section 79-4-15.31 may apply to the Secretary of State for reinstatement at any time after the effective date of such revocation. The application must:(1) Recite the name of the corporation…

(a) If the Secretary of State denies a foreign corporation’s application for reinstatement following administrative revocation, he shall serve the corporation with a written communication that explains the reason or reasons for denial. (b) The corporation may appeal the denial of…

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of direct…

(a) Subject to Section 79-4-16.03(c), a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in Section 79-4-16.01(e) if he gives the corporation a signed…

(a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder represented. (b) The right to copy records under Section 79-4-16.02 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an …

(a) If a corporation does not allow a shareholder who complies with Section 79-4-16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the chancery court of the county where the corporation’s principal office is located, or the Chanc…

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee, but …

(a) Whenever notice would otherwise be required to be given under any provision of Section 79-4-1.01 et seq. to a shareholder, such notice need not be given if:(1) Notices to the shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period be…

(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statemen…

(a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver within sixty (60) days of each anniversary date of its incorporation with respect to a domestic corporation or its authorization to transact business in this s…

Section 79-4-1.01 et seq. applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporat…

A foreign corporation authorized to transact business in this state on the effective date of Section 79-4-1.01 et seq. is subject to Section 79-4-1.01 et seq. but is not required to obtain a new certificate of authority to transact business under Section 79-4-1.01 et seq.

(a) Except as provided in subsection (b), the repeal of a statute by Section 79-4-1.01 et seq. does not affect:(1) The operation of the statute or any action taken under it before its repeal;(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued…

If any provision of Section 79-4-1.01 et seq. 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 Section 79-4-1.01 et seq. that can be given effect without the i…

In the event that any provisions of this chapter are deemed to modify, limit or supersede the Federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 1…