Title 79, Corporations, Associations, and Partnerships

(a) The Secretary of State shall collect the following fees when the documents described in this subsection are delivered to him for filing:Document Fee(1) Articles of incorporation $ 50.00(2) [Reserved](3) Application for reserved name 25.00(4) Notice of transfer or cancellation…

(a) Except as provided in subsection (b) and Section 79-4-1.24(c), a document accepted for filing is effective:(1) At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or(2) At the t…

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if (1) the document contains an inaccuracy, or (2) the document was defectively executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective. (b)…

(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of Section 79-4-1.20, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as filed on the date and time of receipt. After filing…

(a) If the Secretary of State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal to the chancery court of the county where the corporation’s principal office is or will be located, or the Chancery Court of the…

A certificate from the Secretary of State delivered with a copy of the document filed by the Secretary of State, is conclusive evidence that the original document is on file with the Secretary of State.

(a) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth:(1) The domestic corporation’s corporate name or…

(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (b) An offense under this section is a misdemeanor punishable by a fine of not to exceed One Thousand …

The Secretary of State has the power reasonably necessary to perform the duties required of him by Section 79-4-1.01 et seq.

(1) In Section 79-4-1.01 et seq.:(1) “Articles of incorporation” means the original articles of incorporation, all amendments thereof, and any other documents permitted or required to be filed by a domestic business corporation with the Secretary of State under any provision of t…

(a) Notice under Section 79-4-1.01 et seq. must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other…

(a) For purposes of Section 79-4-1.01 et seq., the following identified as a shareholder in a corporation’s current record of shareholders constitutes one (1) shareholder:(1) Three (3) or fewer co-owners;(2) A corporation, partnership, trust, estate or other entity;(3) The truste…

(a) A “qualified director” is a director who, at the time action is to be taken under:(1) Section 79-4-7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest;(2) Section 79-4-8.53 or 79-…

(a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to any shareholders who share a common address if:(1) The corporation delivers one (1) copy of the notice, report or statement to the co…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

(a) The articles of incorporation must set forth:(1) A corporate name for the corporation that satisfies the requirements of Section 79-4-4.01;(2) The number of shares the corporation is authorized to issue and any information concerning the authorized shares as required by Secti…

(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to inc…

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Section 79-4-1.01 et seq., are jointly and severally liable for all liabilities created while so acting.

(a) After incorporation:(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting by…

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the …

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all pr…

(a) Every corporation incorporated under Section 79-4-1.01 et seq. has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another …

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without lim…

(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and(2) Relocate the principal office, designate alternati…

(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged:(1) In a proceeding by a shareholder against the corporation to enj…

(a) A corporate name:(1) Must contain the word “corporation,” “incorporated,” “company” or “limited,” or the abbreviation “corp.,” “inc.,” “co.” or “ltd.” or words or abbreviations of like import in another language; and(2) May not contain language stating or implying that the co…

(a) A person may reserve the exclusive use of a legal corporate name that complies with Section 79-4-4.01, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. However, no p…

(a) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles o…

(a) If the articles of incorporation so provide, the board of directors is authorized without shareholder approval, to:(1) Classify any unissued shares into one or more classes or into one or more series within a class;(2) Reclassify any unissued shares of any class into one or m…

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled. (b) The reacquisition, redemption or conversion of outs…

(a) A corporation may:(1) Issue fractions of a share or pay in money the value of fractions of a share;(2) Arrange for disposition of fractional shares by the shareholders;(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering …

(a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of directors may determine the payment terms of subscr…

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to th…

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 79-4-6.21) or specified in the subscription agreement (Sect…

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (b) Shar…

(a) A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (i) the terms upon which the rights, options or warrants are issued, and (ii) the terms, including the consideration f…

(a) Shares may but need not be represented by certificates. Unless Section 79-4-1.01 et seq. or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b) At a minimum eac…

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represe…

(a) The articles of incorporation, bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before…

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that “the corporation elects to have preempti…

(a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining sharehold…

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 79-4-7.04, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws; provided, however, that if a corporation’s a…

(a) A corporation shall hold a special meeting of shareholders:(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or(2) Unless the articles of incorporation provide otherwise, if shareholders having at le…

(a) The chancery court of the county where a corporation’s principal office is located, or 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 summarily order a meeting to be held:(…