reglab/housing_qa huggingface dataset:
MS Code § 79-4-13.23 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.23. Perfection of rights; right to withdraw

 A shareholder who receives notice pursuant to Section 79-4-13.22 and who wishes to exercise appraisal rights must sign and return on the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to Section 79-4-13.22(b)(2)(ii).In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to Section 79-4-13.22(b)(1).If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under Section 79-4-13.25. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b).   A shareholder who has complied with subsection (a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to Section 79-4-13.22(b)(2)(v). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.   A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in Section 79-4-13.22(b), shall not be entitled to payment under this article.
MS Code § 79-4-13.24 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.24. Payment

 Except as provided in Section 79-4-13.25, within thirty (30) days after the form required by Section 79-4-13.22(b)(2)(ii) is due, the corporation shall pay in cash to those shareholders who complied with Section 79-4-13.23(a) the amount the corporation estimates to be the fair value of their shares, plus interest.   The payment to each shareholder pursuant to subsection (a) must be accompanied by:    Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;   A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to Section 79-4-13.22(b)(2)(iii); and   A statement that shareholders described in subsection (a) have the right to demand further payment under Section 79-4-13.26 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.
MS Code § 79-4-13.25 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.25. After-acquired shares

 A corporation may elect to withhold payment required by Section 79-4-13.24 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to Section 79-4-13.22(b)(1).   If the corporation elected to withhold payment under subsection (a), it must, within thirty (30) days after the form required by Section 79-4-13.22(b)(2)(ii) is due, notify all shareholders who are described in subsection (a):    Of the information required by Section 79-4-13.24(b)(1);   Of the corporation's estimate of fair value pursuant to Section 79-4-13.24(b)(2);   That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under Section 79-4-13.26;   That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty (30) days after receiving the offer; and   That those shareholders who do not satisfy the requirements for demanding appraisal under Section 79-4-13.26 shall be deemed to have accepted the corporation's offer.    Within ten (10) days after receiving the shareholder's acceptance pursuant to subsection (b), the corporation must pay in cash the amount it offered under subsection (b)(2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.   Within forty (40) days after sending the notice described in subsection (b), the corporation must pay in cash the amount it offered to pay under subsection (b)(2) to each shareholder described in subsection (b)(5).
MS Code § 79-4-13.26 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.26. Procedure if shareholder dissatisfied with payment or offer

 A shareholder paid pursuant to Section 79-4-13.24 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest (less any payment under Section 79-4-13.24). A shareholder offered payment under Section 79-4-13.25 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.   A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) within thirty (30) days after receiving the corporation's payment or offer of payment under Section 79-4-13.24 or Section 79-4-13.25, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
MS Code § 79-4-13.27 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.27. Renumbered

  Renumbered as §79-4-13.25 by Laws, 2000, ch. 469, § 36.   Editor's Notes -   Laws of 2000, ch. 469, § 36, renumbered and amended former § 79-4-13.27 as present § 79-4-13.25.
MS Code § 79-4-13.28 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Procedure for Exercise of Appraisal Rights|§ 79-4-13.28. Renumbered

  Renumbered as §79-4-13.26 by Laws, 2000, ch. 469, § 37.   Editor's Notes -   Laws of 2000, ch. 469, § 37, renumbered and amended former § 79-4-13.28 as present § 79-4-13.26.   Subarticle C. Judicial Appraisal of Shares.    § 79-4-13.30. Court action.   § 79-4-13.31. Court costs and expenses.
MS Code § 79-4-13.30 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Judicial Appraisal of Shares|§ 79-4-13.30. Court action

 If a shareholder makes demand for payment under Section 79-4-13.26 which remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to Section 79-4-13.26 plus interest.   The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Chancery Court of the First Judicial District of Hinds County, Mississippi.   The corporation shall make all shareholders (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.   Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under Section 79-4-13.25.
MS Code § 79-4-13.31 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Judicial Appraisal of Shares|§ 79-4-13.31. Court costs and expenses

 The court in an appraisal proceeding commenced under Section 79-4-13.30 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court.The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.   The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:    Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of Section 79-4-13.20, 79-4-13.22, 79-4-13.24 or 79-4-13.25; or   Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.    If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.   To the extent the corporation fails to make a required payment pursuant to Section 79-4-13.24, 79-4-13.25 or 79-4-13.26, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
MS Code § 79-4-13.40 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 13 - Appraisal Rights|Other Remedies|§ 79-4-13.40. Other remedies limited

 The legality of a proposed or completed corporate action described in Section 79-4-13.02(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.   Subsection (a) does not apply to a corporate action that:    Was not authorized and approved in accordance with the applicable provisions of:   Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;   Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in Section 79-4-8.62 and has been approved by the shareholders in the same manner as is provided in Section 79-4-8.63 as if the interested transaction were a director's conflicting interest transaction; or   Is approved by less than unanimous consent of the voting shareholders pursuant to Section 79-4-7.04 if:    Article 9, 10, 11 or 12,   The articles of incorporation or bylaws, or   The resolution of the board of directors authorizing the corporate action;   The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and   The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporation action is effective as to the shareholder bringing the proceeding.
MS Code § 79-4-14.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.01. Dissolution by incorporators or initial directors

 A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:    The name of the corporation;   The date of its incorporation;   Either (i) that none of the corporation's shares has been issued, or (ii) that the corporation has not commenced business;   That no debt of the corporation remains unpaid;   That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and   That a majority of the incorporators or initial directors authorized the dissolution.
MS Code § 79-4-14.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.02. Dissolution by board of directors and shareholders

 A corporation's board of directors may propose dissolution for submission to the shareholders.   For a proposal to dissolve to be adopted:    The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and   The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).    The board of directors may condition its submission of the proposal for dissolution on any basis.   The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.   Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
MS Code § 79-4-14.03 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.03. Articles of dissolution

 At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:    The name of the corporation;   The date dissolution was authorized; and   If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation.    A corporation is dissolved upon the effective date of its articles of dissolution.   For purposes of this subarticle, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
MS Code § 79-4-14.04 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.04. Revocation of dissolution

 A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.   Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.   After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:    The name of the corporation;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;   If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If shareholder action was required to revoke the dissolution, the information required by Section 79-4-14.03(a)(3).    Unless a delayed effective date is specified, revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution are filed.   When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
MS Code § 79-4-14.05 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.05. Effect of dissolution

 A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:    Collecting its assets;   Disposing of its properties that will not be distributed in kind to its shareholders;   Discharging or making provision for discharging its liabilities;   Distributing its remaining property among its shareholders according to their interests; and   Doing every other act necessary to wind up and liquidate its business and affairs.   Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or   Terminate the authority of the registered agent of the corporation.    Dissolution of a corporation does not:   Transfer title to the corporation's property;   Prevent transfer of its shares of securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;   Subject its directors and officers to standards of conduct different from those prescribed in Article 8;   Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;   Prevent commencement of a proceeding by or against the corporation in its corporate name;
MS Code § 79-4-14.06 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.06. Known claims against dissolved corporation

 A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.   The written notice must:    Describe information that must be included in a claim;   Provide a mailing address where a claim may be sent;   State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and   State that the claim will be barred if not received by the deadline.    A claim against the dissolved corporation is barred:   If a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or   If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.   For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.