reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-349 - Administrative dissolution, procedures

(1)
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.
(2)
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.
(3)
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
.
(4)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
Laws, 1987, ch. 485, § 125; Laws, 2011, ch. 440, § 16; Laws, 2012, ch. 382, § 64, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-351 - Reinstatement after administrative dissolution

(1)
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:
(a)
Recite the name of the corporation and the effective date of its administrative dissolution;
(b)
State that the ground or grounds for dissolution either did not exist or have been eliminated;
(c)
State that the corporation's name satisfies the requirements of Section
79-11-157
; and
(d)
Contain a certificate from the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(2)
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.
(3)
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.
Laws, 1987, ch. 485, § 126; Laws, 1993, ch. 368, § 15; Laws, 2009, ch. 527, § 5; Laws, 2012, ch. 382, § 65, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-353 - Denial of application for reinstatement following administrative dissolution; appeals

(1)
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.
(2)
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.
(3)
The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(4)
The court's final decision may be appealed as in other civil proceedings.
Laws, 1987, ch. 485, § 127; Laws, 2012, ch. 382, § 66, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-355 - Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution

(1)
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:
(a)
In a proceeding by the Attorney General or the Secretary of State if it is established that:
(i)
The corporation obtained its articles of incorporation through fraud;
(ii)
The corporation has continued to exceed or abuse the authority conferred upon it by law; or
(iii)
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.;
(b)
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:
(i)
The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;
(ii)
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;
(iii)
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
(iv)
The corporate assets are being misapplied or wasted;
(c)
In a proceeding by a creditor if it is established that:
(i)
The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(ii)
The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(d)
In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(2)
Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.
Laws, 1987, ch. 485, § 128; Laws, 2009, ch. 547, § 3; Laws, 2012, ch. 382, § 67, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-357 - Court-ordered dissolution, venue; appropriate party defendants; authority of court with respect to

(1)
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.
(2)
It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3)
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.
Laws, 1987, ch. 485, § 129; Laws, 2012, ch. 382, § 68, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-361 - Decree of judicial dissolution

(1)
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.
(2)
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
.
Laws, 1987, ch. 485, § 131, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-363 - Foreign corporations, authority to transact business; transacting business defined

(1)
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(2)
The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:
(a)
Maintaining, defending or settling any proceeding;
(b)
Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(c)
Maintaining bank accounts;
(d)
Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(e)
Selling through independent contractors;
(f)
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;
(g)
Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(h)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(i)
Owning, without more, real or personal property;
(j)
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;
(k)
Transacting business in interstate commerce.
(3)
The list of activities in subsection (2) of this section is not exhaustive.
Laws, 1987, ch. 485, § 132, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 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

(1)
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.
(2)
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.
(3)
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.
(4)
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.
Laws, 1987, ch. 485, § 133, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-367 - Foreign corporation, application for certificate of authority

(1)
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:
(a)
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
;
(b)
The name of the state or country under whose law it is incorporated;
(c)
The date of incorporation and period of duration;
(d)
The street address of its principal office;
(e)
The information required under Section
79-35-5(a)
;
(f)
The names and usual business or home addresses of its current directors and officers; and
(g)
Whether the foreign corporation has members.
(2)
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.
Laws, 1987, ch. 485, § 134; Laws, 2012, ch. 382, § 69, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-369 - Foreign corporation, amended certificate of authority

(1)
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:
(a)
Its corporate name;
(b)
The period of its duration;
(c)
Any information required by Section
79-35-5(a)
; or
(d)
The state or country or its incorporation.
(2)
The requirements of Section
79-11-367
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Laws, 1987, ch. 485, § 135; Laws, 2012, ch. 382, § 70, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-371 - Effect of certificate of authority

(1)
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.
(2)
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.
(3)
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.
Laws, 1987, ch. 485, § 136, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-375 - [Repealed]

Laws, 1987, ch. 485, § 138; Laws, 1988, ch. 417, § 7, eff. 7/1/1988.
Repealed by Laws, 2012, ch. 382, § 134, eff. 1/1/2013.
Laws, 1987, ch. 485, § 138; Laws, 1988, ch. 417, § 7, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-377 - [Repealed]

Laws, 1987, ch. 485, § 139; Laws, 2011, ch. 440, § 17, eff. 1/1/2012.
Repealed by Laws, 2012, ch. 382, § 135, eff. 1/1/2013.
Laws, 1987, ch. 485, § 139; Laws, 2011, ch. 440, § 17, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-379 - [Repealed]

Laws, 1987, ch. 485, § 140, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 136, eff. 1/1/2013.
Laws, 1987, ch. 485, § 140 eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 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.
Laws, 1987, ch. 485, § 141; Laws, 2012, ch. 382, § 71, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-383 - Withdrawal of foreign corporation

(1)
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.
(2)
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:
(a)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(b)
A representation that it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(c)
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;
(d)
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
(e)
A commitment to notify the Secretary of State in the future of any change in the mailing address.
(3)
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.
Laws, 1987, ch. 485, § 142; Laws, 2012, ch. 382, § 72, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-385 - Revocation of certificate of authority of foreign corporation, grounds

(1)
The Secretary of State may commence a proceeding under Section
79-11-387
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(a)
The foreign corporation does not deliver the annual report to the Secretary of State within sixty (60) days after it is due;
(b)
The foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Section
79-11-101
et seq. or other law;
(c)
The foreign corporation is without a registered agent in this state for sixty (60) days or more;
(d)
The foreign corporation does not inform the Secretary of State by an appropriate filing that its registered agent has changed or that its registered agent has resigned within ninety (90) days of the change or resignation;
(e)
An incorporator, director, officer or agent of the foreign corporation signed a document such person knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
(f)
The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or has disappeared as the result of a merger.
(2)
The Attorney General may commence a proceeding under Section
79-11-387
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if the foreign corporation has continued to exceed or abuse the authority conferred upon it by law.
Laws, 1987, ch. 485, § 143; Laws, 2012, ch. 382, § 73, eff. 1/1/2013.
Amended by Laws, 2024, ch. 449, HB 1344,§ 8, eff. 7/1/2024.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-387 - Issuance of certificate of revocation

(1)
The Secretary of State upon determining that one or more grounds exist under Section
79-11-385
for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination under Section
79-11-381
.
(2)
The Attorney General upon determining that grounds exist under Section
79-11-385(2)
for revocation of a certificate of authority shall request the Secretary of State to serve, and the Secretary of State shall serve the foreign corporation with written notice of that determination under Section
79-11-381
.
(3)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State or Attorney General that each ground for revocation determined by the Secretary of State or Attorney General does not exist within sixty (60) days after service of the notice is perfected under Section
79-11-381
, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation under Section
79-11-381
.
(4)
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(5)
The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State, the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority.
(6)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Laws, 1987, ch. 485, § 144, eff. 1/1/1988.
Amended by Laws, 2024, ch. 449, HB 1344,§ 9, eff. 7/1/2024.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-389 - Appeal of revocation

(1)
A foreign corporation may appeal the Secretary of State's revocation of its certificate of authority to the Chancery Court of the First Judicial District of Hinds County, Mississippi, or the chancery court of the county where the corporation's principal office is located within thirty (30) days after the service of the certificate of revocation is perfected under Section
79-11-381
. The foreign corporation applies by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State's certificate of revocation.
(2)
The court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(3)
The court's final decision may be appealed as in other civil proceedings.
Laws, 1987, ch. 485, § 145; Laws, 2012, ch. 382, § 74, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-391 - Status report of corporation

(1)
Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall upon request deliver to the Secretary of State a status report on a form prescribed and furnished by the Secretary of State that sets forth:
(a)
The name of the corporation and the jurisdiction under whose law it is incorporated;
(b)
The information required by Section
79-35-5(a)
;
(c)
The address of its principal office;
(d)
The names and business or residence addresses of its directors and principal officers;
(e)
A brief description of the nature of its activities; and
(f)
Whether or not it has members.
(2)
Upon receiving the request for a status report, a domestic or foreign corporation shall have ninety (90) days to deliver the report to the Secretary of State.
(3)
The information in the status report must be current on the date the status report is executed on behalf of the corporation.
(4)
The Secretary of State may request a status report from time to time, but not more frequently than once every five (5) years, beginning five (5) years from the date upon which a domestic corporation was incorporated or a foreign corporation was authorized to transact business.
(5)
If a status report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed.
Laws, 1987, ch. 485, § 146; Laws, 1988, ch. 417, § 8; Laws, 2012, ch. 382, § 75, eff. 1/1/2013.
Brought forward by Laws, 2024, ch. 449, HB 1344,§ 10, eff. 7/1/2024.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-393 - Rural water companies, special requirements

Rural water companies organized pursuant to Section
79-11-101
et seq. shall be subject to the following requirements in order to obtain federal tax exemptions:
(a)
Each rural water company shall maintain a roster of all members which shall include the date upon which each member joined.
(b)
Each rural water company shall maintain a roster of patrons which shall include periodic data as to services rendered by the water company. Such roster shall be the basis for any distribution of excess revenues of the water company. Any such distribution shall be to the members and shall be based upon patronage for the time period over which such excess revenues to be distributed were collected, and the loss of membership by death or otherwise shall not terminate the rights and interest of such member in any patronage distribution due him at the termination of his membership. Any amount to be distributed shall be net income or funds in excess of those needed to meet current losses and operating expenses; provided, that such amount to be distributed shall be in excess of that needed for normal, reasonable business purposes.
Before a rural water company shall construct, operate or maintain a water transmission or distribution system for the sale of water to the public, it shall obtain a certificate of public convenience and necessity from the Public Service Commission, pursuant to the provisions of Sections
77-3-1
through
77-3-87
.
Laws, 1987, ch. 485, § 147, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-395 - Application to pre-existing domestic nonprofit, nonshare corporations

Section
79-11-101
et seq. apply to all domestic nonprofit, nonshare corporations in existence on its effective date that were incorporated under Section
79-11-1
or any predecessor thereto.
Laws of 1987, ch. 485, § 148, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-397 - Application to pre-existing foreign corporations authorized to transact business

(1)
A foreign corporation authorized to transact business in this state on January 1, 1988, Section
79-11-101
et seq. is subject to Section
79-11-101
et seq. but is not required to obtain a new certificate of authority to transact business under Section
79-11-101
et seq.
(2)
A foreign corporation domesticated in this state on January 1, 1988, is subject to Section
79-11-101
et seq., and its status shall automatically change from a foreign corporation domesticated in this state to that of a foreign corporation authorized to transact business in this state, and such corporation is not required to obtain a new certificate of authority to transact business under Section
79-11-101
et seq.
Laws, 1987, ch. 485, § 149; Laws, 1988, ch. 417, § 9, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-399 - Effect of repeal of prior statutes

(1)
Except as provided in subsection (2) of this section, the repeal of a statute by Section
79-11-101
et seq. does not affect:
(a)
The operation of the statute or any action taken under it before its repeal;
(b)
Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(c)
Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation before its repeal;
(d)
Any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed; or
(e)
Any meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.
(2)
If a penalty or punishment imposed for violation of a statute repealed by Section
79-11-101
et seq. is reduced by Section
79-11-101
et seq., the penalty or punishment, if not already imposed, shall be imposed in accordance with Section
79-11-101
et seq.
(3)
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act,
15 USC Section 7001
et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the notices described in Section 103(b) of that act.
Laws, 1987, ch. 485, § 150; Laws, 2011, ch. 440, § 18, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-401 - Application to religious corporations

Except as may be otherwise provided in Sections
79-11-31
,
79-11-33
and
79-11-403
, Section
79-11-101
et seq. apply to religious corporations.
Laws, 1988, ch. 417, § 10, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-403 - Certain provisions inapplicable to religious corporations; religious doctrine controlling in case of inconsistencies

(1)
The following provisions shall not apply to religious corporations unless otherwise provided in their articles or bylaws:
(a)
Section
79-11-133
(b)
Section
79-11-189
(c)
Section
79-11-193
(d)
Section
79-11-213
(e)
Section
79-11-239
(f)
Section
79-11-245
(g)
Section
79-11-282
(h)
Section
79-11-359
(2)
If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of Section
79-11-101
et seq. on the same subject, the religious doctrine shall control to the extent required by the Constitution of the United States or the Constitution of this state or both.
Laws, 1988, ch. 417, § 11, eff. 7/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › MISSISSIPPI NONPROFIT CORPORATION ACT (§§ 79-11-101 — 79-11-405) › Section 79-11-405 - Nonprofit corporation to notify Secretary of State of determination, suspension or revocation of exemption from tax as Section 501 (c)

(1)
A nonprofit corporation granted a determination of exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code shall notify the Secretary of State, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the determination of exemption.
(2)
If a nonprofit corporation's exemption from tax as an organization described in Section 501(c)(3) of the Internal Revenue Code is suspended or revoked, the nonprofit corporation shall notify the Secretary of State of the suspension or revocation, in the form and manner prescribed by the Secretary of State, within thirty (30) calendar days of the suspension or revocation.
Laws, 2011, ch. 440, § 19, eff. 1/1/2012.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-504 - Authority of Secretary of State to promulgate rules and regulations

The Secretary of State shall have the authority to:
(a)
Promulgate rules of procedure and regulations necessary for the administration of Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972, subject to the provisions of the Mississippi Administrative Procedures Law.
(b)
Honor written requests from interested person for interpretative opinions regarding registration and exemptions from registration.
(c)
Publish and disseminate information to the public concerning persons subject to Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972.
(d)
Perform any other functions and duties which may be necessary to carry out the provisions of Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972.
Laws, 1997, ch. 444, § 3, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-511 - Organizations soliciting donations; notice; service of process

A charitable organization, person, professional fundraiser, fundraising counsel or professional solicitor, that solicits contributions in the State of Mississippi, shall be subject to notice or demand as provided in Section
79-35-13
, and shall be subject to service of process as provided by the Mississippi Rules of Civil Procedure.
Laws, 1991, ch. 515, § 6; reenacted, Laws, 1992, ch. 446, § 6; Laws, 1997, ch. 444, § 7, eff. 7/1/1997.
Amended by Laws, 2022, ch. 356, HB 590,§ 2, eff. 7/1/2022.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-513 - Registration as professional fund-raiser or fund-raising counsel; bond; filing annual report

No person shall act as a professional fund-raiser or fund-raising counsel for a charitable organization before he has registered with the Secretary of State or after the expiration or cancellation of such registration or any renewal thereof. Applications for registration and renewals shall be in writing sworn to under penalties of perjury in the form prescribed by the Secretary of State and accompanied by the filing of a fee of Two Hundred Fifty Dollars ($250.00). The professional fund-raiser applicant, at the time of making application, shall file with the State Treasurer and have approved by the Secretary of State a bond in which the applicant shall be the principal obligor in the sum of Ten Thousand Dollars ($10,000.00) with one or more corporate sureties licensed to do business in this state whose liability in the aggregate will at least equal such sum. The bond shall run to the Secretary of State for the use of the state and to any person who may have a cause of action against the obligor of the bond for any malfeasance or misfeasance in the conduct of such solicitation; provided, that the aggregate limit of liability of the surety to the state and to all such persons shall, in no event, exceed the sum of such bond. Such limitation of liability, as to the sum of the bond, as to the surety, shall not otherwise affect any liability to any person by any charitable organization, professional fund-raiser, professional solicitor or any other person for a violation of this chapter. Registration when effected shall be for a period of one (1) year, or a part thereof, expiring on June 30 or on such other date as prescribed by rule and may be renewed upon written application, under oath, in the form prescribed by the Secretary of State and upon the remittance of the renewal fee of Two Hundred Fifty Dollars ($250.00) and the filing of the bond for additional one-year periods. Every professional fund-raiser and fund-raising counsel required to register pursuant to Sections
79-11-501
through
79-11-529
shall file an annual written report with the Secretary of State containing such information and documentation as he may require by rule.
Laws, 1991, ch. 515, § 7; reenacted and amended, Laws, 1992, ch. 446, § 7; Laws, 1997, ch. 444, § 8; Laws, 2009, ch. 547, § 9, eff. 7/1/2009.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-517 - Registration as professional solicitor in employ of professional fund-raiser

No person shall act as a professional solicitor in the employ of a professional fund-raiser required to register pursuant to Section
79-11-513
before he has registered with the Secretary of State or after the expiration or cancellation of such registration or any renewal thereof. Application for registration or renewal shall be in writing sworn to under penalties of perjury in the form prescribed by the Secretary of State. Such registration when effected shall be for a period of one (l) year, or a part thereof, expiring on June 30 or such other date as prescribed by rule, and may be renewed upon written application, sworn to under penalties of perjury, in the form prescribed by the Secretary of State for additional one-year periods.
Laws, 1991, ch. 515, § 9; reenacted, Laws, 1992, ch. 446, § 9; Laws, 1997, ch. 444, § 10; Laws, 2009, ch. 547, § 10, eff. 7/1/2009.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-518 - Records of solicitation activities

Every charitable organization, professional fund-raiser, professional solicitor, or fund-raising counsel, whether or not required to register pursuant to Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972, shall keep true and correct books and records of solicitation activities that are covered by Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972, or any rule or order adopted under Sections
79-11-501
through
79-11-529
, Mississippi Code of 1972. All such books and records shall be open to inspection at all reasonable times by the Secretary of State or the Attorney General, or their duly authorized representatives. The records shall be retained for a period of at least three (3) years.
Laws, 1997, ch. 444, § 11, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-521 - Investigations of violations; written statements as to facts and circumstances; publication of information concerning violations; authority to administer oaths, subpoena witnesses, take evidence, require production of books, papers, etc

Either the Secretary of State or Attorney General, in his discretion:
(a)
may make such public or private investigations within or outside of this state as deemed necessary by the Secretary of State or Attorney General to determine whether any person has violated or is about to violate any provision of this chapter or any rule or order hereunder, or to aid in the enforcement of Sections
79-11-501
through
79-11-529
or in the prescribing of rules and forms hereunder;
(b)
may require or permit any person to file a statement in writing, under oath or otherwise, as to all the facts and circumstances concerning the matter to be investigated; and
(c)
may publish information concerning any violation of Sections
79-11-501
through
79-11-529
or any rule or order hereunder.
For the purpose of any investigation or proceeding under Sections
79-11-501
through
79-11-529
, the Secretary of State or Attorney General, or any designated officer may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, correspondence, memoranda, agreements, or other documents or records which the Secretary of State or Attorney General deems relevant or material to the inquiry.
Laws, 1991, ch. 515, § 11; reenacted and amended, 1992, ch. 446, § 11; Laws, 1997, ch. 444, § 13; Laws, 2009, ch. 547, § 12, eff. 7/1/2009.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-524 - Restrictions on hours of telephone solicitation

Any fund-raising counsel, professional fund-raiser, professional solicitor or employee of any of these who makes a telephone solicitation subject to the provisions of this chapter to a residential telephone number shall make calls only between the hours of 9:00 a.m. and 9:00 p.m., Monday through Saturday. No calls shall be made on Sundays.
Laws, 1997, ch. 444, § 18, eff. 7/1/1997.
Brought forward by Laws, 2024, ch. 453, HB 1350,§ 6, eff. 7/1/2024.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 11 - NONPROFIT, NONSHARE CORPORATIONS AND RELIGIOUS SOCIETIES (§§ 79-11-1 — 79-11-NEW) › REGULATION OF CHARITABLE SOLICITATIONS (§§ 79-11-501 — 79-11-529) › Section 79-11-525 - Fiduciary responsibility of person soliciting, collecting, or expending contributions

Every person who solicits, collects or expends contributions on behalf of a charitable organization or for a charitable purpose, or who conducts a charitable sales promotion, and every officer, director, trustee or employee of that person who is concerned with the solicitation, collection or expenditure of those contributions shall be considered a fiduciary and as acting in a fiduciary capacity. This section does not supersede or otherwise alter the standard of care or the limitations on the liability of volunteers.
Laws, 1991, ch. 515, § 13; reenacted and amended, Laws, 1992, ch. 446, § 13; Laws, 1997, ch. 444, § 15, eff. 7/1/1997.