Title 47, CORPORATIONS

A foreign business corporation authorized to transact business in this state that converts to any form of foreign unincorporated entity that is required to obtain a certificate of authority or make a similar type of filing with the Office of the Secretary of State if it transacts…

The Office of the Secretary of State may commence a proceeding under §§ 47-1A-1531 and 47-1A-1531.1 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 …

If the Office of the Secretary of State determines that one or more grounds exist under § 47-1A-1530 for revocation of a certificate of authority, the Office of the Secretary of State shall serve the foreign corporation with written notice of that determination under § 47-1A-1510…

The Office of the Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Office of the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the …

A foreign corporation may appeal the Office of the Secretary of State's revocation of its certificate of authority to the circuit court within thirty days after service of the certificate of revocation is perfected under § 47-1A-1510. The foreign corporation appeals by petitionin…

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 directors …

A corporation shall keep a copy of the following records at its principal office: (1) Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in § 47-1A-120.2 regarding facts on which a filed docu…

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 § 47-1A-1601.1 if the shareholder gives the corporation written notice of that demand at least f…

A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of § 47-1A-1602.2 and gives the corporati…

A shareholder may inspect and copy the records described in § 47-1A-1602.1 only if: (1) Demand is made in good faith and for a proper purpose; (2) The shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect; and (3) The r…

The right of inspection granted by §§ 47-1A-1602 to 47-1A-1602.2 , inclusive, may not be abolished or limited by a corporation's articles of incorporation or bylaws. The provisions of this section do not affect: (1) The right of a shareholder to inspect records under § 47-1A-720 …

A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented. The right to copy records under §§ 47-1A-1602 to 47-1A-1602.3 , inclusive, includes, if reasonable, the right to receive copies by xerographic or other means, including co…

If a corporation does not allow a shareholder who complies with § 47-1A-1602 to inspect and copy any records required by that section to be available for inspection, the circuit court of the county where the corporation's principal office is located, or, if none in this state, th…

If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with §§ 47-1A-1602.1 and 47-1A-1602.2 may apply to the circuit court in the county where the corporation's principal office is located, or, if…

If the court orders inspection and copying of the records demanded, the court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith be…

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 not…

The circuit court of the county where the corporation's principal office is located, or, if none in this state, the circuit court of Hughes County, may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director w…

If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may a…

Whenever notice is required to be given under any provision of this chapter to any shareholder, such notice may not be required to be given if: (1) Notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meeting…

Upon the written request of any shareholder of a corporation, the corporation shall mail to such shareholder its most recent financial statement showing in reasonable detail its assets and liabilities and the results of its operations. Source: SL 2005, ch 239 , § 385.

This chapter 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. Source: SL 2005, ch 239 , § 390.

A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter. Source: SL 2005, ch 239 , § 391.

Except as provided in § 47-1A-1703.1 , the repeal of a statute by this chapter 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, or incurred…

If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter. Source: SL 2005, ch 239 , § 393.

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Office of the Secretary of State for filing. Source: SL 2005, ch 239 , § 27.

The articles of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of §§ 47-1A-401 to 47-1A-401.3 , inclusive; (2) The number of shares the corporation is authorized to issue; (3) The street address of its principal office; (4)…

The articles of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law regarding: (a) The purpose or purposes for which the corporation is organized; (b) Managing the business…

The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. Source: SL 2005, ch 239 , § 30.

Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with §§ 47-1A-120.1 to 47-1A-120.3 , inclusive. Source: SL 2005, ch 239 , § 31.

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

Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is jointly and severally liable for all liabilities created while so acting. Source: SL 2005, ch 239 , § 33.

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 bylaw…

The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. 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 articles…

Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managin…

Any corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. A corporation engaging in a business that is subject to regulation under another statute of this state m…

Unless its articles of incorporation provide otherwise, a 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 the power to: (1) S…

In anticipation of or during an emergency, the board of directors of a corporation may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and relocate the principal office, designate alternative principal offices or regional off…

The validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. However, a corporation's power to act may be challenged in the following proceedings: (1) In a proceeding by a shareholder against the corporation to enjoin the…

A corporate name must contain the term, corporation, incorporated, company, or limited, or the abbreviation, corp., inc., co., or ltd., or terms or abbreviations of like import in another language. A corporate name may not contain language stating or implying that the corporation…

Except as authorized by §§ 47-1A-401.2 and 47-1A-401.3 , a corporate name shall be distinguishable upon the records of the Office of the Secretary of State from: (1) The corporate name of a corporation incorporated or authorized to transact business in this state; (2) A corporate…

A corporation may apply to the Office of the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Office of the Secretary of State from one or more of the names described in § 47-1A-401.1 . The Office of the Secretary of State sha…

A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation: (1) Has merged with th…

A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Office of the Secretary of State for filing. The application shall set forth the name and a…

A foreign corporation may register its corporate name, or its corporate name with any addition required by §§ 47-1A-1506.1 to 47-1A-1507 , if the name is distinguishable upon the records of the Office of the Secretary of State from the corporate names that are not available under…

A foreign corporation whose registration is effective may renew it for successive years by delivering to the Office of the Secretary of State for filing a renewal application, which complies with the requirements of § 47-1A-403 , between October first and December thirty-first of…

A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter a…