Title 79, Corporations, Associations, and Partnerships

(a) A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain:(1) The name and type of entity of the converting entity;(2) The name, jurisdiction of formation, and type of entity of t…

(a) A plan of conversion is not effective unless it has been approved:(1) By a domestic converting entity:(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;(B) If its organic rules do not provide for approval of a conversion, in ac…

(a) A plan of conversion of a domestic converting entity may be amended:(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) By its governors or interest holders in the manner provided in the plan, but an i…

(a) A statement of conversion must be signed on behalf of the converting entity and delivered to the Secretary of State for filing. (b) A statement of conversion must contain:(1) The name, jurisdiction of formation, and type of entity of the converting entity;(2) The name, jurisd…

(a) When a conversion becomes effective:(1) The converted entity is:(A) Organized under and subject to the organic law of the converted entity; and(B) The same entity without interruption as the converting entity;(2) All property of the converting entity continues to be vested in…

(a) Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (b) Except as otherwise…

(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:(1) The name and type of entity of the domesticating entity;(2) The name and jurisdiction of formation of the domesticated entity;(3…

(a) A plan of domestication is not effective unless it has been approved:(1) By a domestic domesticating entity:(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;(B) If its organic rules do not provide for approval of a domestic…

(a) A plan of domestication of a domestic domesticating entity may be amended:(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) By its governors or interest holders in the manner provided in the plan, bu…

(a) A statement of domestication must be signed by the domesticating entity and delivered to the Secretary of State for filing. (b) A statement of domestication must contain:(1) The name, jurisdiction of formation, and type of entity of the domesticating entity;(2) The name and j…

(a) When a domestication becomes effective:(1) The domesticated entity is:(A) Organized under and subject to the organic law of the domesticated entity; and(B) The same entity without interruption as the domesticating entity;(2) All property of the domesticating entity continues …

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USC Section 7001(c), or authorize electronic delivery of any of the n…

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2015.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

(1) This chapter shall be known and may be cited as the “Mississippi Business Filing Fraud Prevention Act”. (2) For the purposes of this chapter, the following terms have the meanings provided herein:(a) “Complainant” means a person who:(i) Delivers a declaration of wrongful fili…

(1) Preliminary determination. If the filer responds within the time period provided in Section 79-39-7, the office shall further evaluate the allegations in the declaration and information in the response. Once complete, the office shall make a preliminary determination regardin…

(1) Filings that are deemed fraudulent are handled in the following manner:(a) If the office deems a filing fraudulent under this chapter, the office shall issue a final order under this subsection. The final order shall state the office’s rationale for deeming the filing fraudul…

(1) Definitions. For purposes of this section, “nonpublic data” has the meaning given in subsection (2), and “private data on individuals” has the meaning given in subsection (2). (2) Data classification. Data submitted by a complainant or filer under this chapter is classified a…

The office may adopt rules to carry out the provisions of this chapter. The Secretary of State shall have the powers reasonably necessary to perform the duties required of the Office of the Secretary of State under the provisions of this chapter.

(1) The form and contents of declaration shall be as follows:(a) A complainant may deliver a declaration of wrongful filing to the office if the complainant believes that a document filed with an entity:(i) Was not authorized to be filed; and(ii) Was filed with the intent to:1. M…

(1) When the office accepts a declaration of wrongful filing, it shall provide notice of the declaration to the complainant and the filer within thirty (30) days. The notice shall describe the allegations made in the declaration and the process used to resolve the allegations. Th…

(1) After notice is received, the filer shall respond in writing to the allegations in the declaration. The response shall be received by the office within thirty (30) calendar days of receipt of the notice. (2) The filer’s response under this section shall include any informatio…

If the filer does not respond within the time period provided in Section 79-39-7, the office shall deem the filing fraudulent and issue a final order as provided under Section 79-39-13.