reglab/housing_qa huggingface dataset:
MS Code § 79-4-14.07 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.07. Unknown claims against dissolved corporation

 A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved 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 dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the publication of the notice.    If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), 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 the lesser of three (3) years after the publication date of the newspaper notice, or any other applicable limitations period established by applicable law:   A claimant who was not given written notice under Section 79-4-14.06;   A claimant whose claim was timely sent to the dissolved corporation but not acted on;   A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.   A claim that is not barred by Section 79-4-14.06(c) or subsection (c) of this section may be enforced:   Against the dissolved corporation, to the extent of its undistributed assets; or   Except as provided in Section 79-4-14.08(d), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
MS Code § 79-4-14.08 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.08. Dissolved corporations - chancery court proceedings for security payment of claims; notice; guardian ad litem; satisfaction of claim

 A dissolved corporation that has published a notice under Section 79-4-14.07 may file an application with the chancery court of the county where the dissolved 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, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under Section 79-4-14.07(c).   Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.   The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.   Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
MS Code § 79-4-14.09 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Voluntary Dissolution|§ 79-4-14.09. Payment of claims and distribution of assets of dissolved corporations; liability

 Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.   Directors of a dissolved corporation which has disposed of claims under Section 79-4-14.06, 79-4-14.07 or 79-4-14.08 shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under Section 79-4-14.06, 79-4-14.07 or 79-4-14.08.
MS Code § 79-4-14.20 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Administrative Dissolution|§ 79-4-14.20. Grounds for administrative dissolution

 The Secretary of State may commence a proceeding under Section 79-4-14.21 to administratively dissolve a corporation if:    The corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Sections 79-4-1.01 et seq. or other law;   The corporation does not deliver its annual 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 sixty (60) days that its registered agent has been changed, or that its registered agent has resigned;   The corporation's period of duration stated in its articles of incorporation expires; 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 § 79-4-14.21 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Administrative Dissolution|§ 79-4-14.21. Procedure for and effect of administrative dissolution

 If the Secretary of State determines that one or more grounds exist under Section 79-4-14.20 for dissolving a corporation, he shall serve the corporation with written notice of his determination, except that such determination may be served by first-class mail.   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 sixty (60) days after service of the notice is perfected, the Secretary of State shall 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, except that such certificate may be served by first-class mail.   A corporation that has been administratively dissolved continues its corporate existence but may not carry on any business except as necessary to wind up and liquidate its business and affairs under Section 79-4-14.05 and notify claimants under Sections 79-4-14.06 and 79-4-14.07.   The administrative dissolution of a corporation does not terminate the authority of its registered agent.   The administrative dissolution of a corporation shall not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the corporation or prevent the corporation from defending any action, suit or proceeding in any court of this state.   A corporation that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until the corporation is reinstated.
MS Code § 79-4-14.22 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Administrative Dissolution|§ 79-4-14.22. Reinstatement following administrative dissolution

 A corporation administratively dissolved under Section 79-4-14.21 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The applicant 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 79-4-4.01; and   Contain a certificate from the Mississippi 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 (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.   When the reinstatement is effective:   The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;   Any liability incurred by the corporation, director, officer or a shareholder after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and   The corporation may resume carrying on its business as if the administrative dissolution had never occurred.
MS Code § 79-4-14.23 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Administrative Dissolution|§ 79-4-14.23. Appeal from denial of reinstatement

 If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he 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 First Judicial District of Hinds County or the chancery court of the county where the corporation's principal office is located or where the corporation is domiciled within thirty (30) 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 § 79-4-14.30 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Judicial Dissolution|§ 79-4-14.30. Grounds for judicial dissolution

 The chancery court may dissolve a corporation:    In a proceeding by the Attorney General if it is established that:   In a proceeding by a shareholder if it is established that:   In a proceeding by a creditor if it is established that:   In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or   In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.    The corporation obtained its articles of incorporation through fraud;   The corporation has continued to exceed or abuse the authority conferred upon it by law;   The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of 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 shareholders 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 expired; or   The corporate assets are being misapplied or wasted;   The creditor's claim has been reduced to judgment, the execution on the judgment return 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   Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are:(i) listed on the New York Stock Exchange, the American Stock Exchange, or any exchange owned or operated by the NASDAQ Stock Market, LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or (ii) not so listed or quoted, but are held by at least three hundred (300) shareholders and the shares outstanding have a market value of at least Twenty Million Dollars ($20,000,000.00) (exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than ten percent (10%) of such shares).   In this section "beneficial shareholder" has the meaning specified in Section 79-4-13.01(2).
MS Code § 79-4-14.31 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Judicial Dissolution|§ 79-4-14.31. Procedure for judicial dissolution

 Venue for a proceeding brought by any party named in Section 79-4-14.30 lies in the county where a corporation's principal office is or was 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.   It is not necessary to make shareholders 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 business of the corporation until a full hearing can be held.   Within ten (10) days of the commencement of a proceeding under Section 79-4-14.30(2) to dissolve a corporation that is not a public corporation, the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under Section 79-4-14.34 and accompanied by a copy of Section 79-4-14.34.
MS Code § 79-4-14.32 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Judicial Dissolution|§ 79-4-14.32. Receivership or custodianship

 Unless an election to purchase has been filed under Section 79-4-14.34, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation.The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian.The court appointing a receiver or custodian has jurisdiction over the corporation and all its property wherever located.   The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.   The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:    The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this state;   The custodian may exercise all the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.    The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.   The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
MS Code § 79-4-14.33 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Judicial Dissolution|§ 79-4-14.33. Decree of dissolution

 If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 79-4-14.30 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 business and affairs in accordance with Section 79-4-14.05 and the notification of claimants in accordance with Sections 79-4-14.06 and 79-4-14.07.
MS Code § 79-4-14.40 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 14 - Dissolution|Miscellaneous|§ 79-4-14.40. Deposit with state treasurer

 Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay him or his representative that amount.
MS Code § 79-4-15.01 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 15 - Foreign Corporations|Certificate of Authority|§ 79-4-15.01. Authority to transact business required

 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 (a):    Maintaining, defending or settling any proceeding;   Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositories 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;   Being a shareholder in a corporation or a foreign corporation that transacts business in this state;   Being a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;   Being a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.    The list of activities in subsection (b) is not exhaustive.   A foreign corporation which is general partner of any general or limited partnership, which partnership is transacting business in this state, is hereby declared to be transacting business in this state.
MS Code § 79-4-15.02 (2020)
2020 Mississippi Code|Title 79 - Corporations, Associations, and Partnerships|Chapter 4 - Mississippi Business Corporation Act|Article 15 - Foreign Corporations|Certificate of Authority|§ 79-4-15.02. Consequences of transacting business without 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 based 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 or its successor 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 Ten Dollars ($10.00) for each day, but not to exceed a total of One Thousand Dollars ($1,000.00) 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.   Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign corporation or prevent the foreign corporation from defending any action, suit or proceeding in any court of this state.