reglab/housing_qa huggingface dataset:
MS Code § 79-11-345 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-345. Notice of dissolution and request for presentation of claims against corporation; statute of limitations; enforcement of claims

  A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.   The notice must:   Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or in Hinds County if the corporation does not have a principal office in this state;   Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and   State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within two (2) years after publication of this notice.     If the dissolved corporation publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within two (2) years after the publication date of the newspaper notice:   A claimant who did not receive written notice under Section 79-11-343;   A claimant whose claim was timely sent to the dissolved corporation but not acted on; and   A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.     A claim may be enforced under this section:   Against the dissolved corporation, to the extent of its undistributed assets; or   If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
MS Code § 79-11-347 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-347. Administrative dissolution by Secretary of State, grounds for

 The Secretary of State may commence a proceeding under Section 79-11-349 to administratively dissolve a corporation if:   The corporation does not pay within sixty (60) days after they are due any taxes or penalties imposed by Section 79-11-101 et seq. or other law;   The corporation does not deliver a requested status report to the Secretary of State within sixty (60) days after it is due;   The corporation is without a registered agent in this state for sixty (60) days or more;   The corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or that its registered agent has resigned;   The corporation's period of duration, if any, stated in its articles of incorporation expires;   The corporation fails to report within the time period specified in Section 79-11-405 the suspension or revocation of its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code; or   An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.
MS Code § 79-11-349 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-349. Administrative dissolution, procedures

  Upon determining that one or more grounds exist under Section 79-11-347 for dissolving a corporation, the Secretary of State shall notify the corporation in the form of a record of that determination.   If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least sixty (60) days after service of the notice is perfected, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation.   A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under Section 79-11-341 and notify its claimants under Sections 79-11-343 and 79-11-345.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.
MS Code § 79-11-351 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-351. Reinstatement after administrative dissolution

  A corporation administratively dissolved under Section 79-11-349 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:   Recite the name of the corporation and the effective date of its administrative dissolution;   State that the ground or grounds for dissolution either did not exist or have been eliminated;   State that the corporation's name satisfies the requirements of Section 79-11-157; and   Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid.     If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.   When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
MS Code § 79-11-353 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-353. Denial of application for reinstatement following administrative dissolution; appeals

  The Secretary of State, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation with a written notice that explains the reason or reasons for denial.   The corporation may appeal the denial of reinstatement to the chancery court of the county where the corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, within ninety (90) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial.   The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.
MS Code § 79-11-355 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution

  The chancery court of the county where the corporation's principal office is or was located, or in 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 dissolve a corporation:   In a proceeding by the Attorney General or the Secretary of State if it is established that:   The corporation obtained its articles of incorporation through fraud;   The corporation has continued to exceed or abuse the authority conferred upon it by law; or   If the corporation is a charitable organization, as defined in Section 79-11-501, that:    1. The corporate assets are being misapplied or wasted;   2. The corporation is unable to carry out its purpose(s); or   3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.;    In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that:   The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;   The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;   The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; or   The corporate assets are being misapplied or wasted;     In a proceeding by a creditor if it is established that:   The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or   The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or     In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.     Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.
MS Code § 79-11-357 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-357. Court-ordered dissolution, venue; appropriate party defendants; authority of court with respect to

  Venue for a proceeding to dissolve a corporation lies in the county where a corporation's principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state.   It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.   A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
MS Code § 79-11-361 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-361. Decree of judicial dissolution

  If after the hearing the court determines that one or more grounds for judicial dissolution described in Section 79-11-355 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.   After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with Section 79-11-341 and the notification of its claimants in accordance with Sections 79-11-343 and 79-11-345.
MS Code § 79-11-363 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-363. Foreign corporations, authority to transact business; transacting business defined

  A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.   The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:   Maintaining, defending or settling any proceeding;   Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;   Selling through independent contractors;   Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;   Creating or acquiring indebtedness, mortgages and security interests in real or personal property;   Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;   Owning, without more, real or personal property;   Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;   Transacting business in interstate commerce.     The list of activities in subsection (2) of this section is not exhaustive.
MS Code § 79-11-365 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-365. Foreign corporation transacting business without certificate of authority not to maintain proceeding in any court; stay of proceeding until certificate obtained; penalty for transacting business without certificate of authority

  A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.   The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.   A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation, its successor or assignee requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.   A foreign corporation is liable for a civil penalty of Five Dollars ($5.00) for each day, but not to exceed a total of two (2) times the fee required under Section 79-11-109 for securing articles of incorporation for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection.
MS Code § 79-11-367 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-367. Foreign corporation, application for certificate of authority

  A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State. The application must set forth:   The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Section 79-11-373;   The name of the state or country under whose law it is incorporated;   The date of incorporation and period of duration;   The street address of its principal office;   The information required under Section 79-35-5(a);   The names and usual business or home addresses of its current directors and officers; and   Whether the foreign corporation has members.     The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import), dated not more than sixty (60) days prior to the date the application is filed in this state, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
MS Code § 79-11-369 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-369. Foreign corporation, amended certificate of authority

  A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:   Its corporate name;   The period of its duration;   Any information required by Section 79-35-5(a); or   The state or country or its incorporation.     The requirements of Section 79-11-367 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
MS Code § 79-11-371 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-371. Effect of certificate of authority

  A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Section 79-11-101 et seq.   A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as, and except as otherwise provided by Section 79-11-101 et seq. is subject to the same duties, restrictions, penalties, liabilities now or later imposed on, a domestic corporation of like character.   Section 79-11-101 et seq. do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
MS Code § 79-11-373 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-373. Corporate name of foreign corporation

  If the corporate name of a foreign corporation does not satisfy the requirements of Section 79-11-157, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.   Except as authorized by subsections (3) and (4) of this section, the corporate name (including a fictitious name) of a foreign corporation must be distinguishable upon the records of the Secretary of State from:   The corporate name of a nonprofit or business corporation incorporated or authorized to transact business in this state;   A corporate name reserved or registered under Section 79-11-159 or 79-11-161 or pursuant to the Mississippi Business Corporation Act;   The fictitious name of another foreign business or nonprofit corporation authorized to transact business in this state.     A foreign corporation may apply to the Secretary of State for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the records of the Secretary of State from the name applied for. The Secretary of State shall authorize use of the name applied for if:   The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or   The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.     A foreign corporation may use in this state the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation:   Has merged with the other corporation;   Has been formed by reorganization of the other corporation; or   Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.     If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of Section 79-11-157, it shall not transact business in this state under the changed name until it adopts a name satisfying the requirements of Section 79-11-157 and obtains an amended certificate of authority under Section 79-11-369.
MS Code § 79-11-381 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-381. Service of process, demand or notice on foreign corporation

 Notice or demand required or permitted by law on a foreign corporation authorized to transact business in this state is governed by Section 79-35-13. Service of process is governed by the Mississippi Rules of Civil Procedure.
MS Code § 79-11-383 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies|Mississippi Nonprofit Corporation Act|§ 79-11-383. Withdrawal of foreign corporation

  A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.   A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:   The name of the foreign corporation and the name of the state or country under whose law it is incorporated;   A representation that it is not transacting business in this state and that it surrenders its authority to transact business in this state;   A representation that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to do business in this state;   A mailing address to which the Secretary of State may mail a copy of any process served on him or her under paragraph (c) of this subsection; and   A commitment to notify the Secretary of State in the future of any change in the mailing address.     After the withdrawal of the corporation is effective, service of process on the Secretary of State under the Mississippi Rules of Civil Procedure is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the address set forth in its application for withdrawal.