Title 79, Corporations, Associations, and Partnerships

(1) No tilapia products shall be offered for direct sale for human consumption by a processor, distributor or retailer unless the tilapia product name is specifically labeled in the following manner:(a) “FARM-RAISED TILAPIA,” if the product has been produced under the authority o…

(a) For the purpose of this chapter unless the context clearly requires otherwise:(a) “Aquaculture” means any form of agriculture that includes the process of growing, farming, cultivating and/or harvesting cultured aquatic products in marine or freshwaters and includes managemen…

All currently recognized native aquatic plants, animals and nongame fish may be freely produced and marketed by an aquaculturist unless specifically regulated elsewhere. If a marketing permit is needed to aid in selling such cultured aquatic products in other states or countries,…

(1) An aquaculturist shall obtain a cultivation and marketing permit for cultured aquatic products produced from the following aquatic plants and animals:(a) All nonnative aquatic plants and animals, including those that are well established in limited or extensive areas of natur…

(1) Commercial and financial information of a proprietary nature required to be submitted to a public body, as defined by paragraph (a) of Section 25-61-3, by a firm, business, partnership, association, corporation, individual or other like entity, shall be exempt from the provis…

This chapter may be cited as the “Mississippi Shareholder Protection Act”.

(a) In Sections 79-25-3 through 79-25-9, the following terms have the meanings ascribed herein:(a) “Affiliate,” including the term “affiliated person,” means a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under comm…

(a) In addition to any vote otherwise required by law, by the certificate of incorporation of the corporation, or by the bylaws of the corporation, a business combination shall be approved by the affirmative vote of at least:(a) Eighty percent (80%) of the votes entitled to be ca…

(a) The provisions of Section 79-25-5 shall not apply to a business combination involving receipt of consideration in exchange for or in respect of the corporation’s stock or assets in the circumstances specified in subsection (b) or (c) of this section or to a corporation meetin…

In the event that any portion or provision of the Mississippi Shareholder Protection Act (Section 79-25-1 et seq.) is void, invalid, invalidated or otherwise found to be unenforceable for any reason, such portion or provision shall be deleted from the act and each and all of the …

This chapter shall be known and may be cited as the “Mississippi Control Share Act.”

(1) This section applies to all transactions that, but for Section 79-27-5(e)(iii)(A) and (B), would be control share acquisitions in which:(a) The acquiring person is or includes an affiliate of the issuing public corporation;(b) The corporation has, by a provision in its articl…

(1) This chapter applies to all issuing public corporations in existence on and after January 1, 1991. (2) A domestic corporation that is not an issuing public corporation but that has one hundred (100) or more shareholders of record and meets one (1) of the requirements set fort…

(a) As used in this chapter:(a) “Acquiring person” means a person who makes or proposes to make, or persons acting as a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 who make or propose to make, a control share acquisition; but “acquiring person” d…

(1) Unless otherwise provided in the articles of incorporation before either a control share acquisition occurs or a disclosure statement is delivered, control shares that are the subject of a control share acquisition have only such voting rights as are accorded under this secti…

(1) Any acquiring person who proposes to make a control share acquisition may, and any acquiring person who has made a control share acquisition shall, publish in a newspaper of general circulation and deliver to the issuing public corporation at its principal office a disclosure…

This chapter shall be known and may be cited as the “Revised Mississippi Limited Liability Company Act.”

Any provision of this chapter may be altered from time to time or repealed and all rights of members, managers and officers are subject to this reservation. Unless expressly stated to the contrary in this chapter, including Article 13, any amendment of this chapter shall apply to…

(a) As used in this chapter, unless the context otherwise requires:(a) “Bankruptcy” means an event that causes a member to cease to be a member as provided in Section 79-29-313 of this chapter.(b) “Certificate of formation” means the certificate referred to in Section 79-29-201, …

(1) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (2) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail, email or ot…

(1) The name of each limited liability company as set forth in its certificate of formation:(a) Must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”;(b) May contain the name of a member or manager;(c) Except as authorized by subsection (3) of t…

(1) The right to the use of a legal name under Section 79-29-109 may be reserved by:(a) A person intending to organize a limited liability company under this chapter and to adopt that name;(b) A domestic limited liability company or any foreign limited liability company registere…

(1) Each limited liability company shall keep at its principal place of business the following: (a) a current list of the full name and last known street address of each member and manager; (b) a copy of the certificate of formation, together with executed copies of any powers of…

(1) Subject to the provisions of its certificate of formation or the operating agreement and subject to any other laws of this state which govern or limit the conduct of a particular business or activity, a limited liability company may carry on any lawful business, purpose or ac…

(a) The law of this state governs:(a) The internal affairs of a limited liability company; and(b) The liability of a member as member, a manager as manager and an officer as officer for the debts, obligations, or other liabilities of a limited liability company. (a) The internal …

A member or manager may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member or manager.

(1) An operating agreement must initially be agreed to by all of the members. Except as otherwise provided in subsections (2) and (3) of this section, the certificate of formation or operating agreement governs:(a) The affairs of a limited liability company, the conduct of its bu…

Domestic limited liability companies and foreign limited liability companies shall be classified as an entity for purposes of the income tax laws of this state in the same manner as they are classified for federal income tax purposes.

(1) In order to form a limited liability company, a certificate of formation must be signed and delivered to the Office of the Secretary of State. The certificate must set forth:(a) The name of the limited liability company;(b) The information required by Section 79-35-5(a); and(…

(1) A certificate of formation is amended or restated by delivering a certificate of amendment thereto to the Office of the Secretary of State for filing. The certificate shall set forth:(a) The name of the limited liability company;(b) The future effective date of the amendment …

(1) A certificate of dissolution must be delivered to the Office of the Secretary of State for filing upon commencement of winding-up of the limited liability company in connection with the dissolution of the limited liability company pursuant to Article 8 of this chapter. A cert…

(1) Unless otherwise specified in any other section of this chapter, any document required by this chapter to be delivered to the Office of the Secretary of State for filing shall be signed by any one or more authorized persons. (2) The person signing the document shall state the…

If a person required by this Article 2 to sign a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the chancery court of the county in which the principal office is located or the Chancery Court of the First J…

(1) The certificate of formation and any certificate of amendment, dissolution, correction or merger and any restated certificate must be delivered to the Office of the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of the …

(a) In the event that a manager or member becomes aware that any statement in a certificate of formation or any other filing was false or inaccurate when made, or that such filing was defectively or erroneously executed, such member or manager shall then promptly take one (1) of …

(1) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver on such date as may be established by the Secretary of State, to the Secretary of State for filing an annual report that sets forth:(…

Certificates of formation and all other documents properly filed and of record with the Office of the Secretary of State constitute notice to the public of all information stated therein.

(1) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the Office of the Secretary of State show that the limited liability company has been formed u…

(1) One or more domestic limited liability companies may merge with a domestic or foreign entity pursuant to an agreement of merger. (2) A domestic or foreign entity may be a party to the merger, or may be created by the terms of the agreement of merger, only if:(a) The merger is…

(a) In the case of a limited liability company that is a party to a merger:(a) The agreement of merger must be adopted by the members in accordance with subsection (c) of this section.(b) Unless the agreement of merger is not required to be approved by the members, the limited li…

(a) After an agreement of merger has been adopted and approved as required by this chapter, a certificate of merger shall be executed on behalf of each party to the merger by an authorized person. The certificate shall set forth:(a) The names and jurisdictions of formation or org…

(1) When a merger becomes effective:(a) The entity that is designated in the agreement of merger as the survivor continues or comes into existence, as the case may be;(b) The separate existence of every entity that is merged into the survivor ceases;(c) All property owned by, and…

(1) Unless otherwise provided in an agreement of merger or in the laws under which a domestic or foreign entity that is a party to a merger is organized or by which it is governed, after the agreement of merger has been adopted and approved as required by this chapter, and at any…

(1) The certificate of formation or written operating agreement may eliminate, expand or restrict the appraisal rights granted in this section and may vary, modify, eliminate or expand any of the provisions of this section. (2) Definitions. In this section:(a) “Entitled persons” …

(a) In the case of a limited liability company that is a party to an agreement outside the ordinary course of the limited liability company’s activities to sell, lease, exchange, or otherwise dispose of assets if the disposition would leave the limited liability company without a…

(1) A person becomes a member on the later of:(a) The formation of the limited liability company; or(b) The date stated in the records of the limited liability company as the date that person becomes a member. (a) The formation of the limited liability company; or (b) The date st…