reglab/housing_qa huggingface dataset:
MS Code § 79-4-2.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.02. Articles of incorporation

 The articles of incorporation must set forth:    A corporate name for the corporation that satisfies the requirements of Section 79-4-4.01;   The number of shares the corporation is authorized to issue and any information concerning the authorized shares as required by Section 79-4-6.01;   The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and   The name and address of each incorporator.   A provision permitting or making obligatory indemnification of a director for liability as defined in Section 79-4-8.50(5) to any person for any action taken, or any failure to take any action, as a director, except liability for:   A provision or reference to a provision in the corporation's bylaws that requires derivative proceedings under Section 79-4-7.41(1) or any other internal corporate claim that is based upon a current or former director's or officer's violation of a duty to be brought in the appropriate court of the county where the corporation's principal office is located, consistent with applicable law and jurisdictional requirements.    The articles of incorporation may set forth:   The names and addresses of the individuals who are to serve as the initial directors;   Provisions not inconsistent with law regarding:   The purpose or purposes for which the corporation is organized;   Managing the business and regulating the affairs of the corporation;   Defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; and   A par value for authorized shares or classes of shares;   Any provision that under Section 79-4-1.01 et seq. is required or permitted to be set forth in the bylaws;   A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:   The amount of a financial benefit received by a director to which he is not entitled;   An intentional infliction of harm on the corporation or the shareholders;   A violation of Section 79-4-8.33; or   An intentional violation of criminal law; and   Receipt of a financial benefit to which he is not entitled;   An intentional infliction of harm on the corporation or its shareholders;   A violation of Section 79-4-8.33; or   An intentional violation of criminal law.   The articles of incorporation need not set forth any of the corporate powers enumerated in Section 79-4-1.01 et seq.   For the purposes of this section, a "director" shall include any person vested with the discretion or powers of a director under Section 79-4-7.32.   Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with Section 79-4-1.20(k).
MS Code § 79-4-2.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.03. Incorporation

 Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.   The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
MS Code § 79-4-2.04 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.04. Liability of preincorporation transactions

 All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under Sections 79-4-1.01 et seq., are jointly and severally liable for all liabilities created while so acting.
MS Code § 79-4-2.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.05. Organization of corporation

 After incorporation:    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 bylaws and carrying on any other business brought before the meeting.   If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:    To elect directors and complete the organization of the corporation; or   To elect a board of directors who shall complete the organization of the corporation.   Action required or permitted by Sections 79-4-1.01 et seq. to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.   An organizational meeting may be held in or out of this state.
MS Code § 79-4-2.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.06. Bylaws

 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 of incorporation.
MS Code § 79-4-2.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 2 - Incorporation|§ 79-4-2.07. Emergency bylaws

 Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:    Procedures for calling a meeting of the board of directors;   Quorum requirements for the meeting; and   Designation of additional or substitute directors.    All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.   Corporate action taken in good faith in accordance with the emergency bylaws:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee or agent.   An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MS Code § 79-4-3.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 3 - Purposes and Powers|§ 79-4-3.01. Purposes

 Every corporation incorporated under Sections 79-4-1.01 et seq. 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 may incorporate under Sections 79-4-1.01 et seq. only if permitted by, and subject to all limitations of the other statute.
MS Code § 79-4-3.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 3 - Purposes and Powers|§ 79-4-3.03. Emergency powers

 In anticipation of or during an emergency defined in subsection (d), 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 offices, or authorize the officers to do so.    During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:   Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and   One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.   Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:   Binds the corporation; and   May not be used to impose liability on a corporate director, officer, employee or agent.   An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MS Code § 79-4-3.04 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 3 - Purposes and Powers|§ 79-4-3.04. Ultra Vires

 Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.   A corporation's power to act may be challenged:    In a proceeding by a shareholder against the corporation to enjoin the act;   In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or   In a proceeding by the Attorney General under Section 79-4-14.30.    In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
MS Code § 79-4-4.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 4 - Name|§ 79-4-4.01. Corporate name

 A corporate name:    Must contain the word "corporation," "incorporated," "company" or "limited," or the abbreviation "corp.," "inc.," "co." or "ltd." or words or abbreviations of like import in another language; and   May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section 79-4-3.01 and its articles of incorporation.   The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state;   The name of a limited partnership, limited liability partnership or limited liability company that is organized or registered under the laws of this state and which has not been dissolved; and   A name that is reserved or registered in the Office of the Secretary of State for any of the entities named in subsection (b) of this section which reservation or registration has not expired.    Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from:   The corporate name of a corporation incorporated or authorized to transact business in this state;   The fictitious name adopted by a foreign corporation or foreign limited liability company authorized to transact business in this state because its real name is unavailable;   A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). 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 the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.   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:   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.   Section 79-4-1.01 et seq. does not control the use of fictitious names.
MS Code § 79-4-11.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 11 - Merger and Share Exchange|§ 79-4-11.01. Definitions

 As used in this chapter:   "Merger" means a business combination pursuant to Section 79-4-11.02.   "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an eligible entity.   "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will:    Merge under a plan of merger;   Acquire shares or eligible interests of another corporation or eligible entity in a share exchange; or   Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange.    "Share exchange" means a business combination pursuant to Section 79-4-11.03.   "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
MS Code § 79-4-11.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 11 - Merger and Share Exchange|§ 79-4-11.05. Merger between parent and subsidiary or between subsidiaries

 A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.   If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.   Except as provided in subsections (a) and (b), a merger between a parent and a subsidiary shall be governed by the provisions of Title 79, Chapter 4, Article 11 applicable to mergers generally.
MS Code § 79-4-11.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 11 - Merger and Share Exchange|§ 79-4-11.06. Articles of merger or share exchange

 After a plan of merger or share exchange has been adopted and approved as required by the Mississippi Business Corporation Act, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:    The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;   If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;   If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by the Mississippi Business Corporation Act and the articles of incorporation;   If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and   As to each foreign corporation and each eligible entity that was a party to the merger or share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the laws under which the corporation or eligible entity is organized or by which it is governed, and by its articles of incorporation or organizational documents.    Articles of merger or share exchange shall be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date.
MS Code § 79-4-11.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 11 - Merger and Share Exchange|§ 79-4-11.07. Effect of merger or share exchange

 When a merger becomes effective:    The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;   The separate existence of every corporation or eligible entity that is merged into the survivor ceases;   All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;   All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor subject to the limitations as provided in Sections 79-33-1 through 79-33-9;   The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;   The articles of incorporation or organizational documents of the survivor are amended to the extent provided in the plan of merger;   The articles of incorporation or organizational documents of a survivor that is created by the merger become effective; and   The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, interests, obligations, rights to acquire securities, other securities, cash, other property, or any combination of the foregoing, are converted and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Title 79, Chapter 4, Article 13.    When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or securities, other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Title 79, Chapter 4, Article 13.   Any shareholder of a domestic corporation that is a party to a merger or share exchange who, prior to the merger or share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or share exchange.   Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to:   Agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights, may be made in the manner provided in Section 79-35-13; and   Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Title 79, Chapter 4, Article 13.
MS Code § 79-4-11.08 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 11 - Merger and Share Exchange|§ 79-4-11.08. Abandonment of merger or share exchange

 Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this article, and at any time before the merger or share exchange has become effective, it may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.   If a merger or share exchange is abandoned under subsection (a) after articles of merger or share exchange have been filed with the Secretary of State but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Secretary of State for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
MS Code § 79-4-12.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 12 - Sale of Assets|§ 79-4-12.01. Disposition of assets not requiring shareholder approval

 No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:    To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;   To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse) or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;   To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or   To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
MS Code § 79-4-17.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 17 - Transition Provisions|§ 79-4-17.01. Application to existing domestic corporation

 Section 79-4-1.01 et seq. 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 if power to amend or repeal the statute under which the corporation was incorporated was reserved.