reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.01 - Corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d)
A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
(e)
A corporation shall keep a copy of the following records at its principal office:
(1)
Its articles or restated articles of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in Section
79-4-1.20(k)(5)
regarding facts on which a filed document is dependent;
(2)
Its bylaws or restated bylaws and all amendments to them currently in effect;
(3)
Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;
(4)
The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;
(5)
All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under Section
79-4-16.20
;
(6)
A list of the names and business addresses of its current directors and officers; and
(7)
Its most recent annual report delivered to the Secretary of State under Section
79-4-16.22
.
Laws, 1987, ch. 486, § 1601; Laws, 2004, ch. 495, § 13; Laws, 2012, ch. 481, § 43, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.02 - Inspection of records by shareholders

(a)
Subject to Section
79-4-16.03(c)
, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section
79-4-16.01(e)
if he gives the corporation a signed written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy.
(b)
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) and gives the corporation a signed written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy:
(1)
Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section;
(2)
Accounting records of the corporation; and
(3)
The record of shareholders.
(c)
A shareholder may inspect and copy the records identified in subsection (b) only if:
(1)
His demand is made in good faith and for a proper purpose;
(2)
He describes with reasonable particularity his purpose and the records he desires to inspect; and
(3)
The records are directly connected with his purpose.
(d)
The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(e)
This section does not affect:
(1)
The right of a shareholder to inspect records under Section
79-4-7.20
or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(2)
The power of a court, independently of Section
79-4-1.01
et seq., to compel the production of corporate records for examination.
(f)
For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Laws, 1987, ch. 486, § 16.02; Laws, 1988, ch. 369, § 6; Laws, 2012, ch. 481, § 44, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.03 - Scope of inspection right

(a)
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
(b)
The right to copy records under Section
79-4-16.02
includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c)
The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under Section
79-4-16.02(b)(3)
by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(d)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
Laws, 1987, ch. 486, § 16.03; Laws, 2001, ch. 435, § 20, eff. 7/1/2001.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.04 - Court-ordered inspection

(a)
If a corporation does not allow a shareholder who complies with Section
79-4-16.02(a)
to inspect and copy any records required by that subsection to be available for inspection, the chancery 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, may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b)
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with Section
79-4-16.02(b) and (c)
may apply to the chancery court in 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, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Laws, 1987, ch. 486, § 16.04; Laws, 2012, ch. 382, § 49, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.05 - Inspection of records by director

(a)
A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b)
The chancery 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, may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c)
If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs (including reasonable counsel fees) incurred in connection with the application.
Laws, 2001, ch. 435, § 21; Laws, 2012, ch. 382, § 50, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle A - RECORDS (§§ 79-4-16.01 — 79-4-16.06) › Section 79-4-16.06 - Exception to notice requirement

(a)
Whenever notice would otherwise be required to be given under any provision of this act to a shareholder, such notice need not be given if:
(1)
Notices to the shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or
(2)
All, but not less than two (2), payments or dividends on securities during a twelve-month period, or two (2) consecutive payments of dividends on securities during a period of more than twelve (12) months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b)
If any such shareholder shall deliver to the corporation a written notice setting forth such shareholder's then current address, the requirement that notice be given to such shareholder shall be reinstated.
Laws, 2001, ch. 435, § 22; Laws, 2012, ch. 481, § 45, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle B - REPORTS (§§ 79-4-16.20 — 79-4-16.22) › Section 79-4-16.20 - Financial statements for shareholders

(a)
A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b)
If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1)
Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c)
A corporation shall deliver the annual financial statements to each shareholder within one hundred twenty (120) days after the close of each fiscal year. Thereafter, on written request from a shareholder to whom the statements were not delivered, the corporation shall send the shareholder the latest financial statements. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
Laws, 1987, ch. 486, § 16.20; Laws, 2004, ch. 495, § 14; Laws, 2012, ch. 481, § 46, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle B - REPORTS (§§ 79-4-16.20 — 79-4-16.22) › Section 79-4-16.21 - [Repealed]

Laws, 1987, ch. 486, § 16.21; brought forward, Laws, 1996, ch. 459, § 13, eff. 1/1/1997.
Repealed by Laws, 2012, ch. 481, § 48, eff. 1/1/2013.
Laws, 1987, ch. 486, § 16.21; brought forward, Laws, 1996, ch. 459, § 13, eff. 1/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 16 - RECORDS AND REPORTS (§§ 79-4-16.01 — 79-4-16.22) › Subarticle B - REPORTS (§§ 79-4-16.20 — 79-4-16.22) › Section 79-4-16.22 - Annual report to secretary of state

(a)
Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver within sixty (60) days of each anniversary date of its incorporation with respect to a domestic corporation or its authorization to transact business in this state with respect to a foreign corporation, or such other date as may be established by the Secretary of State, to the Secretary of State for filing an annual report that sets forth:
(1)
The name of the corporation and the state or country under whose law it is incorporated;
(2)
The information required by Section
79-35-5(a)
;
(3)
The address of its principal office;
(4)
The names and business addresses of its directors and principal officers;
(5)
A brief description of the nature of its business;
(6)
The total number of authorized shares, itemized by class and series, if any, within each class; and
(7)
The total number of issued and outstanding shares, itemized by class and series, if any, within each class.
(b)
Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c)
If an annual report does not contain the information required by this section, the Secretary of State shall notify promptly 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. 486, § 16.22; Laws, 1992, ch. 361, § 1; Laws, 2012, ch. 382, § 51, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 17 - TRANSITION PROVISIONS (§§ 79-4-17.01 — 79-4-17.05) › Section 79-4-17.01 - Application to existing domestic corporation

Section
79-4-1.01
et seq. applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
Laws, 1987, ch. 486, § 17.01, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 17 - TRANSITION PROVISIONS (§§ 79-4-17.01 — 79-4-17.05) › Section 79-4-17.02 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on the effective date of Sections
79-4-1.01
et seq. is subject to Sections
79-4-1.01
et seq. but is not required to obtain a new certificate of authority to transact business under Sections
79-4-1.01
et seq.
Laws, 1987, ch. 486, § 17.02, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 17 - TRANSITION PROVISIONS (§§ 79-4-17.01 — 79-4-17.05) › Section 79-4-17.03 - Saving provisions

(a)
Except as provided in subsection (b), the repeal of a statute by Sections
79-4-1.01
et seq. does not affect:
(1)
The operation of the statute or any action taken under it before its repeal;
(2)
Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(3)
Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal;
(4)
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.
(b)
If a penalty or punishment imposed for violation of a statute repealed by Sections
79-4-1.01
et seq. is reduced by Sections
79-4-1.01
et seq., the penalty or punishment if not already imposed shall be imposed in accordance with Sections
79-4-1.01
et seq.
Laws, 1987, ch. 486, § 17.03, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 17 - TRANSITION PROVISIONS (§§ 79-4-17.01 — 79-4-17.05) › Section 79-4-17.04 - Severability

If any provision of Sections
79-4-1.01
et seq. or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of Sections
79-4-1.01
et seq. that can be given effect without the invalid provision or application, and to this end the provisions of Sections
79-4-1.01
et seq. are severable.
Laws, 1987, ch. 486, § 17.04, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 17 - TRANSITION PROVISIONS (§§ 79-4-17.01 — 79-4-17.05) › Section 79-4-17.05 - Relation to Electronic Signatures in Global and National Commerce Act

In the event that any provisions of this chapter are deemed to modify, limit or supersede the Federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.
Laws, 2012, ch. 481, § 47, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 5 - BUSINESS DEVELOPMENT CORPORATIONS [Repealed] (§ 79-5-1) › Section 79-5-1 - through 79-5-37 - [Repealed]

Repealed by Laws, 2006, ch. 377, § 1 eff. 7/1/2006.
§ 79-5-1. [Codes, 1942, § 5390-01; Laws, 1960, ch. 186, § 1, eff. 3/23/1960.] § 79-5-3. [Codes, 1942, § 5390-02; Laws, 1960, ch. 186, § 2, eff. 3/23/1960.] § 79-5-5. [Codes, 1942, § 5390-03; Laws, 1960, ch. 186, § 3, eff. 3/23/1960.] § 79-5-7. [Codes, 1942, § 5390-04; Laws, 1960, ch. 186, § 4, eff. 3/23/1960.] § 79-5-9. [Codes, 1942, § 5390-05; Laws, 1960, ch. 186, § 5, eff. 3/23/1960.] § 79-5-11. [Codes, 1942, § 5390-06; Laws, 1960, ch. 186, § 6; Laws, 1968, ch. 278, § 1, eff. 8/7/1968.] § 79-5-13. [Codes, 1942, § 5390-07; Laws, 1960, ch. 186, § 7, eff. 3/23/1960.] § 79-5-15. [Codes, 1942, § 5390-08; Laws, 1960, ch. 186, § 8, eff. 3/23/1960.] § 79-5-17. [Codes, 1942, § 5390-09; Laws, 1960, ch. 186, § 9, eff. 3/23/1960.] § 79-5-19. [Codes, 1942, § 5390-10; Laws, 1960, ch. 186, § 10; Laws, 1970, ch. 312, § 1, eff. 2/19/1970.] § 79-5-21. [Codes, 1942, § 5390-11; Laws, 1960, ch. 186, § 11, eff. 3/23/1960.] § 79-5-23. [Codes, 1942, § 5390-12; Laws, 1960, ch. 186, § 12, eff. 3/23/1960.] § 79-5-25. [Codes, 1942, § 5390-13; Laws, 1960, ch. 186, § 13, eff. 3/23/1960.] § 79-5-27. [Codes, 1942, § 5390-14; Laws, 1960, ch. 186, § 14, eff. 3/23/1960.] § 79-5-29. [Codes, 1942, § 5390-15; Laws, 1960, ch. 186, § 15; Laws, 1968, ch. 279, § 1, eff. 7/10/1968.] § 79-5-31. [Codes, 1942, § 5390-16; Laws, 1960, ch. 186, § 16, eff. 3/23/1960.] § 79-5-33. [Codes, 1942, § 5390-17; Laws, 1960, ch. 186, § 17; Laws, 1968, ch. 279, § 2, eff. 7/10/1968.] § 79-5-35. [Codes, 1942, § 5390-18; Laws, 1960, ch. 186, § 18; Laws, 1969, Ex Sess, ch. 26, § 1, eff. 9/8/1969.] § 79-5-37. [Codes, 1942, § 5390-19; Laws, 1960, ch. 186, § 19, eff. 3/23/1960.]
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 6 - FOREIGN LIMITED LIABILITY COMPANIES [Repealed] (§ 79-6-1) › Section 79-6-1 - through 79-6-39 - [Repealed]

Repealed by Laws, 1994, ch. 402, § 88, eff. 7/1/1994.
Laws, 1993, ch. 530, § 1.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 7 - SMALL BUSINESS INVESTMENT COMPANIES (§§ 79-7-1 — 79-7-7) › Section 79-7-1 - Incorporation

Small business investment companies organized under the provisions of the Small Business Investment Act of 1958, Public Law 699, 85th Congress, may be incorporated in this state under the provisions of Chapter 4, Title 79, Mississippi Code of 1972, except that the charter of any such corporation may include a statement of such powers and limitations as is acceptable to the Small Business Administration and not contrary to law and need not include a statement that the rights and powers that may be exercised by said corporation in addition thereto are those conferred by said Chapter 4, Title 79, Mississippi Code of 1972.
Codes, 1942, § 5359-51; Laws, 1960, ch. 183, § 1, eff. 4/30/1960.
Amended by Laws, 2013, ch. 419, SB 2684, 4, eff. 7/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 7 - SMALL BUSINESS INVESTMENT COMPANIES (§§ 79-7-1 — 79-7-7) › Section 79-7-3 - Powers

Such corporations shall have the authority to exercise all the rights and powers set forth in the said Small Business Investment Act of 1958 as the same may be now or hereafter amended, subject to the limitations of the applicable statutes of this state and the limitations contained in the charter of any such corporation.
Codes, 1942, § 5359-52; Laws, 1960, ch. 183, § 2, eff. 4/30/1960.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 7 - SMALL BUSINESS INVESTMENT COMPANIES (§§ 79-7-1 — 79-7-7) › Section 79-7-5 - Notes, etc., exempted from ad valorem taxes

All notes or other evidences of indebtedness held by any small business investment company incorporated in this state bearing a rate of interest which is not usurious under the laws of this state shall be exempt from all ad valorem taxes.
Codes, 1942, § 5359-53; Laws, 1960, ch. 183, § 3, eff. 4/30/1960.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 7 - SMALL BUSINESS INVESTMENT COMPANIES (§§ 79-7-1 — 79-7-7) › Section 79-7-7 - Fees and charges for loans

In addition to such interest charges as may be now or hereafter permitted by law, any small business investment company chartered under the laws of this state may charge to any person, corporation or association who may apply for any loan of money or extension of credit such reasonable fees or charges as may be necessary to cover the actual cost of handling, processing and investigating such applications and such fees or charges shall be exempt from the provisions of the statutes on usury. Provided, however, such fees or charges shall not exceed one percent (1%) of the principal amount of any such loan or credit up to and including the sum of Ten Thousand Dollars ($10,000.00) and one half of one percent (1/2 of 1%) of such principal amount in excess thereof; and no such charge shall exceed the sum of Three Hundred Fifty Dollars ($350.00) for any one transaction.
Codes, 1942, § 5359-54; Laws, 1960, ch. 183, § 4, eff. 4/30/1960.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 9 - PROFESSIONAL CORPORATIONS [Repealed] (§ 79-9-1) › Section 79-9-1 - through 79-9-27 - [Repealed]

Repealed by Laws, 1995, ch. 494, § 35, eff. 7/1/1995.
§ 79-9-1. [Codes, 1942, § 5390-41; Laws, 1968, ch. 277, § 1] § 79-9-3. [Codes, 1942, § 5390-42; Laws, 1968, ch. 277, § 2; 1970, ch. 313, § 1] § 79-9-5. [Codes, 1942, § 5390-43; Laws, 1968, ch. 277, § 3; 1970, ch. 313, § 2] § 79-9-7. [Codes, 1942, § 5390-44; Laws, 1968, ch. 277, § 4] § 79-9-9. [Codes, 1942, § 5390-45; Laws, 1968, ch. 277, § 5] § 79-9-11. [Codes, 1942, § 5390-46; Laws, 1968, ch. 277, § 6] § 79-9-13. [Codes, 1942, § 5390-47; Laws, 1968, ch. 277, § 7] § 79-9-15. [Codes, 1942, § 5390-48; Laws, 1968, ch. 277, § 8] § 79-9-17. [Codes, 1942, § 5390-49; Laws, 1968, ch. 277, § 9] § 79-9-19. [Codes, 1942, § 5390-50; Laws, 1968, ch. 277, § 10] § 79-9-21. [Codes, 1942, § 5390-51; Laws, 1968, ch. 277, § 11; 1971, ch. 320] § 79-9-23. [Codes, 1942, § 5390-52; Laws, 1968, ch. 277, § 12] § 79-9-25. [Codes, 1942, § 5390-53; Laws, 1968, ch. 277, § 13] § 79-9-27. [Codes, 1942, § 5390-56; Laws, 1968, ch. 277, § 16]
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 1 - GENERAL PROVISIONS (§§ 79-10-1 — 79-10-5) › Section 79-10-1 - Short title

This chapter shall be known and may be cited as the "Mississippi Professional Corporation Act."
Laws, 1995, ch. 494, § 1, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 1 - GENERAL PROVISIONS (§§ 79-10-1 — 79-10-5) › Section 79-10-3 - Application of Mississippi Business Corporation Act

The Mississippi Business Corporation Act applies to professional corporations, both domestic and foreign, to the extent not inconsistent with the provisions of this chapter.
Laws, 1995, ch. 494, § 2, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 1 - GENERAL PROVISIONS (§§ 79-10-1 — 79-10-5) › Section 79-10-4 - Uniform Partnership Act inapplicable to professional corporations

Professional corporations are not subject to the provisions of the Uniform Partnership Act.
Laws, 2000, ch. 469, § 50, eff. 7/1/2000.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 1 - GENERAL PROVISIONS (§§ 79-10-1 — 79-10-5) › Section 79-10-5 - Definitions

As used in this chapter, unless the context requires otherwise:
(a)
"Disqualified person" means an individual, general partnership, professional corporation or other entity that for any reason is or becomes ineligible under this chapter to be issued shares by a professional corporation.
(b)
"Domestic professional corporation" means a professional corporation.
(c)
"Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state.
(d)
"Law" includes rules promulgated in accordance with Section
79-10-103
.
(e)
"Licensing authority" means the office, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service.
(f)
"Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to the provisions of this chapter.
(g)
"Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, including, without limitation, certified public accountants, dentists, architects, veterinarians, osteopaths, physicians, surgeons and attorneys-at-law.
(h)
"Qualified person" means an individual, general partnership, professional corporation or other entity that is eligible under this chapter to be issued shares by a professional corporation.
Laws, 1995, ch. 494, § 3, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-11 - Election of professional corporation status

(1)
One or more persons may incorporate a professional corporation by delivering to the Secretary of State for filing articles of incorporation which include a statement that (a) it is a professional corporation, and (b) its purpose is to render the specified professional services.
(2)
A corporation incorporated under a general law of this state (other than a professional corporation in existence on July 1, 1995, which is subject to the provisions of Section
79-10-111
) may elect professional corporation status by amending its articles of incorporation to comply with subsection (1) of this section and Section
79-10-21
.
(3)
Nothing in this chapter shall be construed to require a person rendering professional services in this state to render such services through a professional corporation or foreign professional corporation unless a law of this state other than this chapter so requires.
Laws, 1995, ch. 494, § 4, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-13 - Purposes

(1)
Except to the extent authorized by subsection (2) of this section, a corporation may elect professional corporation status under Section
79-10-11
solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.
(2)
A corporation may elect professional corporation status under Section
79-10-11
for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by Section
79-4-3.01
, Mississippi Code of 1972, to the extent the combination of professional purposes or of professional and business purposes is not prohibited by the licensing law of this state applicable to each profession in the combination.
Laws, 1995, ch. 494, § 5, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-15 - General powers

(1)
Except as provided in subsection (2) of this section, a professional corporation has the powers enumerated in Section
79-4-3.02
, Mississippi Code of 1972.
(2)
A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint venture, trust, or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's articles of incorporation and not prohibited by the licensing laws applicable to each profession rendering services through the professional corporation.
Laws, 1995, ch. 494, § 6, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-17 - Rendering professional services

(1)
A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(2)
Subsection (1) does not:
(a)
Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;
(b)
Prohibit a licensed individual from rendering professional services in his individual capacity although he is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation;
(c)
Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
Laws, 1995, ch. 494, § 7, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-19 - Prohibited activities

(1)
A professional corporation may not render any professional service other than the professional service authorized by its articles of incorporation.
(2)
Subsection (1) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities, or any other type of investment or from owning real or personal property appropriate for carrying on its business.
Laws, 1995, ch. 494, § 8, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 2 - CREATION (§§ 79-10-11 — 79-10-21) › Section 79-10-21 - Corporate name

(1)
The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of Sections
79-4-4.01
and
79-4-15.06
, Mississippi Code of 1972:
(a)
Must contain the words "professional corporation" or "professional association" or the abbreviations "P.C.," "PC," "P.A." or "PA";
(b)
May not contain language stating or implying that it is incorporated for a purpose other than that authorized by Section
79-10-13
and its articles of incorporation; and
(c)
Must conform with any rule promulgated by the licensing authority having jurisdiction over a professional service described in the corporation's articles of incorporation.
(2)
Sections
79-4-4.01
and
79-4-15.06
, Mississippi Code of 1972, do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
Laws, 1995, ch. 494, § 9, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-31 - Issuance of shares

(1)
A professional corporation may issue shares, fractional shares and rights or options to purchase shares only to:
(a)
Individuals who are authorized by law in this or another state to render a professional service described in the corporation's articles of incorporation;
(b)
Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's articles of incorporation;
(c)
General partnerships in which all the partners are individuals or entities otherwise authorized by paragraph (a), (b) or (d) of this subsection (1) to be shareholders of a professional corporation under this chapter;
(d)
Any other individual or entity not included in paragraph (a), (b) or (c) of this subsection (1) if expressly authorized by the licensing authority having jurisdiction over the professional services described in the articles of incorporation of the professional corporation.
(2)
A licensing authority with jurisdiction over a profession may by rule restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person.
(3)
The articles of incorporation may provide for additional limitations and restrictions on the ownership of shares or for additional qualifications of shareholders and such limitations, restrictions or qualifications shall be valid and enforceable in each instance.
(4)
Shares issued in violation of this section or a rule promulgated under this section are void.
Laws, 1995, ch. 494, § 10, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-33 - Notice of professional corporation status on shares

(1)
In addition to any other statement required or permitted by applicable law, the following statement must appear conspicuously on each share certificate issued by a professional corporation:
The transfer of shares of a professional corporation is restricted by the Mississippi Professional Corporation Act. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.
(2)
Within a reasonable time after the issuance or transfer of uncertificated shares of a professional corporation, the corporation shall send the shareholders a written notice containing the statement required by subsection (1).
Laws, 1995, ch. 494, § 11, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-35 - Share transfer restriction

(1)
A shareholder of a professional corporation may transfer shares, fractional shares and rights or options to purchase shares of the corporation only to qualified persons. A shareholder of a professional corporation may pledge shares to a qualified person or to a disqualified person.
(2)
A transfer of shares made in violation of subsection (1), except one made by operation of law or court judgment, is void.
Laws, 1995, ch. 494, § 12, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-37 - Compulsory acquisition of shares after death or disqualification of shareholder

(1)
A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder if:
(a)
The shareholder dies and the successor in interest to the deceased shareholder is not a qualified person, except as provided in subsection (3);
(b)
The shareholder becomes a disqualified person, except as provided in subsection (3); or
(c)
The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (3).
(2)
If a price for the shares is established in accordance with the articles of incorporation or bylaws or by private agreement, that price controls. If the price is not so established, the corporation shall acquire the shares in accordance with Section
79-10-39
. If the disqualified person rejects the corporation's purchase offer made pursuant to Section
79-10-39
, either the person or the corporation may commence a proceeding under Section
79-10-41
to determine the price of the shares.
(3)
This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs. A shareholder who becomes a disqualified person shall notify the corporation promptly.
(4)
This section and Section
79-10-39
do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(5)
A provision for the acquisition of shares contained in a professional corporation's articles of incorporation or bylaws, or in a private agreement, is specifically enforceable.
Laws, 1995, ch. 494, § 13, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-39 - Acquisition procedure

(1)
If shares must be acquired under Section
79-10-37
, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, or transfer. The offer notice must be accompanied by the corporation's balance sheet for the most recent fiscal year ending prior to the date of death or disqualification, an income statement for that fiscal year, a statement of changes in shareholders' equity for that fiscal year, and the latest available interim financial statements, if any.
(2)
The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under Section
79-10-41
to determine the fair value of his shares. If he accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of his shares to the corporation.
(3)
After the corporation makes payment for the shares, the disqualified person has no further interest in them.
Laws, 1995, ch. 494, § 14, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-41 - Court action to appraise shares

(1)
If the disqualified shareholder does not accept the professional corporation's offer under Section
79-10-39(2)
within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of his shares.
(2)
The corporation or disqualified shareholder shall commence the proceeding in the chancery court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified person a party to the proceeding as in an action against his shares. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(3)
The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(4)
The disqualified shareholder is entitled to judgment for the fair value of his shares determined by the court as of the date of death, disqualification or transfer together with interest from that date at a rate found by the court to be fair and equitable.
(5)
The court may order the judgment paid in installments determined by the court.
Laws, 1995, ch. 494, § 15, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-43 - Court costs and fees of experts

(1)
The court in an appraisal proceeding commenced under Section
79-10-41
shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously, or not in good faith in refusing to accept the corporation's offer.
(2)
The court may also assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of his shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer.
Laws, 1995, ch. 494, § 16, eff. 7/1/1995.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 10 - MISSISSIPPI PROFESSIONAL CORPORATION ACT (§§ 79-10-1 — 79-10-117) › Article 3 - SHARES (§§ 79-10-31 — 79-10-45) › Section 79-10-45 - Cancellation of disqualified shares

If the shares of a disqualified person are not acquired under Section
79-10-39
or
79-10-41
within ten (10) months after the death of the shareholder or within five (5) months after the disqualification or transfer, the professional corporation shall immediately cancel the shares on its books and the disqualified person has no further interest as a shareholder in the corporation other than his right to payment of the fair value of the shares under Section
79-10-39
or
79-10-41
.
Laws, 1995, ch. 494, § 17, eff. 7/1/1995.