Title 79, Corporations, Associations, and Partnerships

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

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

(1) Any person may apply to the Secretary of State to furnish a certificate of existence for a domestic or foreign corporation. (2) The certificate of existence sets forth:(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state…

(1) A person commits an offense by signing a document such person knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. (2) An offense under this section is a misdemeanor punishable by a fine of not more than Five …

The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State’s office by Section 79-11-101 et seq.

(a) Unless the context otherwise requires in Section 79-11-101 et seq., the following terms shall have the meaning ascribed herein:(a) “Approved by (or approval by) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting a…

(1) Notice under this chapter must be in the form of a record unless oral notice is authorized by this chapter or is reasonable under the circumstances. (2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be commu…

(1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or Section 79-11-101 et seq., then upon petition of a…

(1) The Attorney General shall be given notice of the commencement of any proceeding which Section 79-11-101 et seq. authorize the Attorney General to bring but which has been commenced by another person. (2) Whenever any provision of Section 79-11-101 et seq. requires that notic…

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.

(1) The articles of incorporation must set forth:(a) A corporate name for the corporation that satisfies the requirements of Section 79-11-157;(b) The period of duration, which may be perpetual;(c) The information required by Section 79-35-5(a);(d) The name and address of each in…

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) 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 79-11-101 et seq., are jointly and severally liable for all liabilities created while so acting.

(1) After incorporation:(a) 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…

(1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation. (2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

(1) Unless the articles provide otherwise, the directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures…

Corporations may be organized under Section 79-11-101 et seq. for any lawful activity. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under Section 79-11-101 et seq. only if permitted by, and subject to all …

(a) Each corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized including, without limitation, power:(a) To have perpetual succession by its corporate name unless a limited period of durat…

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and(b) Relocate the principal office, des…

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation’s power to act may be challenged in a proceeding against the corporation to enjoin a…

(1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 79-11-149 and its articles of incorporation. (2) Except as authorized by subsections (3) and (4), a corporate name must be distin…

(1) A person may reserve the exclusive use of a legal corporate name that complies with Section 79-11-157, 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. Upon finding …

(1) A corporation may admit any person as a member. The articles or bylaws may establish criteria or procedures for admission. (2) No person shall be admitted as a member without his or her consent.

Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.

A corporation is not required to have members.

All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with res…

(1) Except as set forth or authorized by the articles or bylaws, no member of a corporation may transfer a membership or any right arising therefrom. (2) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membershi…

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

A member may become liable to the corporation for dues, assessments or fees; provided, however, that an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

(1) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such pr…

(1) A member may resign at any time. (2) The resignation of a member does not relieve the member from any obligations the member may have to the corporation.

(1) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended except pursuant to a procedure which is fair and reasonable and is carried out in good faith. (2) A procedure is fair and reasonable when either:(a) The articles or bylaws …

A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws. No payment shall be made in violation of Section 79-11-293.

(1) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:(a) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or(b) Any director. (a) Any member o…

(1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (2) The articles or bylaws may set forth provisions relating to:(a) The characteristics, qualifications, rights, limitations and obligations of delegates includin…

(1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (2) Annual membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is sta…

(1) A corporation with members shall hold a special meeting of members:(a) On call of its board or the person or persons authorized to do so by the articles or bylaws; or(b) If the holders of at least five percent (5%) of the voting power sign, date and deliver to any corporate o…

(1) The chancery court of the county where a corporation’s principal office is or will be 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 t…

(1) Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the votin…

(1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (2) Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and…

(1) A member may waive any notice required by Section 79-11-101 et seq., the articles or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion…

(1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a rec…

(1) Except as provided in subsection (5) of this section and unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every memb…

(1) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.…

(1) Unless the articles or bylaws provide otherwise, each member is entitled to one (1) vote on each matter voted on by the members. (2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two (2) or more persons, their acts with resp…

(1) Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (2) A bylaw amendment to decre…