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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.05 - Amendment by board of directors

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:
(1)
To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2)
To delete the names and addresses of the initial directors;
(3)
To change the information required by Section
79-35-5(a)
;
(4)
If the corporation has only one (1) class of shares outstanding:
(a)
To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or
(b)
To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
(5)
To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited" or the abbreviation "corp.," "inc.," "co." or "ltd." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;
(6)
To reflect a reduction in authorized shares, as a result of the operation of Section
79-4-6.31(b)
, when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
(7)
To delete a class of shares from the articles of incorporation, as a result of the operation of Section
79-4-6.31(b)
, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
(8)
To make any change expressly permitted by Section
79-4-6.02(a) or (b)
to be made without shareholder approval.
Former 1972 Code §
79-4-10.05
[Laws, 1987, ch. 486, § 10.05] renumbered as §
79-4-10.02
by Laws, 2000, ch. 469, § 4. Former 1972 Code §
79-4-10.02
[Laws, 1987, ch. 486, § 10.02; Laws, 1988, ch. 368, § 11] amended and renumbered as §
79-4-10.05
by Laws, 2000, ch. 469, § 7; Laws, 2004, ch. 495, § 7; Laws, 2012, ch. 382, § 31, 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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.06 - Articles of amendment

After an amendment to the articles of incorporation has been adopted and approved in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation, the corporation shall deliver to the Secretary of State, for filing, articles of amendment, which shall set forth:
(1)
The name of the corporation;
(2)
The text of each amendment adopted, or the information required by Section
79-4-1.20(k)(5)
;
(3)
If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment (if not contained in the amendment itself), which may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with Section
79-4-1.20(k)
;
(4)
The date of each amendment's adoption; and
(5)
If an amendment:
(a)
Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;
(b)
Required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation; or
(c)
Is being filed pursuant to Section
79-4-1.20(k)(5)
, a statement to that effect.
Laws, 1987, ch. 486, § 10.06; Laws, 1993, ch. 368, § 17; Laws, 2000, ch. 469, § 8; Laws, 2004, ch. 495, § 8, eff. 7/1/2004.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.07 - Restated articles of incorporation

(a)
A corporation's board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all amendments into a single document.
(b)
If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in Section
79-4-10.03
.
(c)
A corporation that restates its articles of incorporation shall deliver to the Secretary of State for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation, together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under Section
79-4-10.06
.
(d)
Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
(e)
The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect, without including the certificate information required by subsection (c).
Laws, 1987, ch. 486, § 10.07; Laws, 2000, ch. 469, § 9, eff. 7/1/2000.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.08 - Amendment pursuant to reorganization

(a)
A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.
(b)
The individual or individuals designated by the court shall deliver to the Secretary of State for filing articles of amendment setting forth:
(1)
The name of the corporation;
(2)
The text of each amendment approved by the court;
(3)
The date of the court's order or decree approving the articles of amendment;
(4)
The title of the reorganization proceeding in which the order or decree was entered; and
(5)
A statement that the court had jurisdiction of the proceeding under federal statute.
(c)
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Laws, 1987, ch. 486, § 10.08; Laws, 2000, ch. 469, § 10, eff. 7/1/2000.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle A - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 79-4-10.01 — 79-4-10.09) › Section 79-4-10.09 - Effect of amendment

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Laws, 1987, ch. 486, § 10.09; Laws, 2000, ch. 469, § 11, eff. 7/1/2000.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle B - AMENDMENT OF BYLAWS (§§ 79-4-10.20 — 79-4-10.22) › Section 79-4-10.20 - Amendment by board of directors or shareholders

(a)
A corporation's shareholders may amend or repeal the corporation's bylaws.
(b)
A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1)
The articles of incorporation or Section
79-4-10.21
reserve that power exclusively to the shareholders in whole or part; or
(2)
The shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.
Laws, 1987, ch. 486, § 10.20; Laws, 2000, ch. 469, § 12, eff. 7/1/2000.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle B - AMENDMENT OF BYLAWS (§§ 79-4-10.20 — 79-4-10.22) › Section 79-4-10.21 - Bylaw increasing quorum or voting requirement for directors

(a)
A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:
(1)
If adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides;
(2)
If adopted by the board of directors, either by the shareholders or by the board of directors.
(b)
A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it can be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c)
Action by the board of directors under subsection (a) to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Laws, 1987, ch. 486, § 10.21; Laws, 2000, ch. 469, § 13, eff. 7/1/2000.
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 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 79-4-10.01 — 79-4-10.22) › Subarticle B - AMENDMENT OF BYLAWS (§§ 79-4-10.20 — 79-4-10.22) › Section 79-4-10.22 - [Repealed]

Repealed byLaws, 2000, ch. 469, eff.7/1/2000.
Laws, 1987, ch. 486, 10.22, 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 11 - MERGER AND SHARE EXCHANGE (§§ 79-4-11.01 — 79-4-11.08) › Section 79-4-11.01 - Definitions

As used in this chapter:
(a)
"Merger" means a business combination pursuant to Section
79-4-11.02
.
(b)
"Organizational documents" means the basic document or documents that create, or determine the internal governance of, an eligible entity.
(c)
"Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or eligible entity that will:
(1)
Merge under a plan of merger;
(2)
Acquire shares or eligible interests of another corporation or eligible entity in a share exchange; or
(3)
Have all of its shares or eligible interests or all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
(d)
"Share exchange" means a business combination pursuant to Section
79-4-11.03
.
(e)
"Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Laws, 2000, ch. 469, § 15; Laws, 2012, ch. 481, § 26, 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 11 - MERGER AND SHARE EXCHANGE (§§ 79-4-11.01 — 79-4-11.08) › Section 79-4-11.05 - Merger between parent and subsidiary or between subsidiaries

(a)
A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b)
If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c)
Except as provided in subsections (a) and (b), a merger between a parent and a subsidiary shall be governed by the provisions of Title 79, Chapter 4, Article 11 applicable to mergers generally.
Former 1972 Code §
79-4-11.05
[Laws, 1987, ch. 486, § 11.05] renumbered as §
79-4-11.06
by Laws, 2000, ch. 469, § 20. Former 1972 Code §
79-4-11.04
[Laws, 1987, ch. 486, § 11.04] amended and renumbered as §
79-4-11.05
by Laws, 2000, ch. 469, § 19, eff. 7/1/2000.
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 11 - MERGER AND SHARE EXCHANGE (§§ 79-4-11.01 — 79-4-11.08) › Section 79-4-11.06 - Articles of merger or share exchange

(a)
After a plan of merger or share exchange has been adopted and approved as required by the Mississippi Business Corporation Act, articles of merger or share exchange shall be signed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles shall set forth:
(1)
The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;
(2)
If the articles of incorporation of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's articles of incorporation or the articles of incorporation of the new corporation;
(3)
If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by the Mississippi Business Corporation Act and the articles of incorporation;
(4)
If the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement to that effect; and
(5)
As to each foreign corporation and each eligible entity that was a party to the merger or share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the laws under which the corporation or eligible entity is organized or by which it is governed, and by its articles of incorporation or organizational documents.
(b)
Articles of merger or share exchange shall be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date.
Former 1972 Code §
79-4-11.06
[Laws, 1987, ch. 486, § 11.06] renumbered as §
79-4-11.07
by Laws, 2000, ch. 469, § 21. Former 1972 Code §
79-4-11.05
[Laws, 1987, ch. 486, § 11.05] amended and renumbered as §
79-4-11.06
by Laws, 2000, ch. 469, § 20; Laws, 2012, ch. 481, § 30, 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 11 - MERGER AND SHARE EXCHANGE (§§ 79-4-11.01 — 79-4-11.08) › Section 79-4-11.08 - Abandonment of merger or share exchange

(a)
Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by this article, and at any time before the merger or share exchange has become effective, it may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the merger or share exchange.
(b)
If a merger or share exchange is abandoned under subsection (a) after articles of merger or share exchange have been filed with the Secretary of State but before the merger or share exchange has become effective, a statement that the merger or share exchange has been abandoned in accordance with this section, signed on behalf of a party to the merger or share exchange by an officer or other duly authorized representative, shall be delivered to the Secretary of State for filing prior to the effective date of the merger or share exchange. Upon filing, the statement shall take effect and the merger or share exchange shall be deemed abandoned and shall not become effective.
Laws, 2000, ch. 469, § 22; Laws, 2012, ch. 481, § 32, 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 12 - SALE OF ASSETS (§§ 79-4-12.01 — 79-4-12.02) › Section 79-4-12.01 - Disposition of assets not requiring shareholder approval

No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide:
(1)
To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
(2)
To mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse) or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business;
(3)
To transfer any or all of the corporation's assets to one or more corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4)
To distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
Laws, 1987, ch. 486, § 12.01; Laws, 2000, ch. 469, § 23, eff. 7/1/2000.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle A - RIGHT TO APPRAISAL AND PAYMENT FOR SHARES (§§ 79-4-13.01 — 79-4-13.03) › Section 79-4-13.03 - Assertion of appraisal rights by nominees and beneficial owners

(a)
A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
(b)
A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:
(1)
Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in Section
79-4-13.22(b)(2)(ii)
; and
(2)
Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
Laws, 1987, ch. 486, § 13.03; Laws, 2000, ch. 469, § 30, eff. 7/1/2000.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.20 - Notice of appraisal rights

(a)
Where any corporate action specified in Section
79-4-13.02(a)
is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not or may be entitled to assert appraisal rights under this article. If the corporation concludes that appraisal rights are or may be available, a copy of this article must accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.
(b)
In a merger pursuant to Section
79-4-11.05
, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in Section
79-4-13.22
.
(c)
Where any corporate action specified in Section
79-4-13.02(a)
is to be approved by written consent of the shareholders pursuant to Section
79-4-7.04
:
(1)
Written notice that appraisal rights are, are not or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article; and
(2)
Written notice that appraisal rights are, are not or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by Section
79-4-7.04(e) and (f)
, may include the materials described in Section
79-4-13.22
and, if the corporation has concluded that appraisal rights are or may be available, must be accompanied by a copy of this article.
Laws, 1987, ch. 486, § 13.20; Laws, 2000, ch. 469, § 31; Laws, 2007, ch. 361, § 10; Laws, 2012, ch. 481, § 33, 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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.21 - Notice of intent to demand payment and consequences of voting or consenting

(a)
If a corporate action specified in Section
79-4-13.02(a)
is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(1)
Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and
(2)
Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.
(b)
If a corporate action specified in Section
79-4-13.02(a)
is to be approved by less than unanimous written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not sign a consent in favor of the proposed action with respect to that class or series of shares.
(c)
A shareholder who fails to satisfy the requirements of subsection (a) or (b) is not entitled to payment under this article.
Laws, 1987, ch. 486, § 13.21; Laws, 2000, ch. 469, § 32; Laws, 2007, ch. 361, § 11; Laws, 2012, ch. 481, § 34, 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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.22 - Appraisal notice and form

(a)
If proposed corporate action requiring appraisal rights under Section
79-4-13.02(a)
becomes effective, the corporation must send a written appraisal notice and the form required by subsection (b)(1) to all shareholders who satisfied the requirements of Section
79-4-13.21(a)
or Section
79-4-13.21(b)
. In the case of a merger under Section
79-4-11.05
, the parent must deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(b)
The appraisal notice must be delivered no earlier than the date the corporate action specified in Section
79-4-13.02(a)
became effective and no later than ten (10) days after such date, and must:
(1)
Supply a form that (i) specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action, if any, and (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and that, as to those shares, the shareholder did not vote for or consent to the transaction;
(2)
State:
(i)
Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subsection (2)(ii);
(ii)
A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more that sixty (60) days after the date the subsection (a) appraisal notice is sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;
(iii)
The corporation's estimate of the fair value of the shares;
(iv)
That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subsection (2) (ii) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and
(v)
The date by which the notice to withdraw under Section
79-4-13.23
must be received, which date must be within twenty (20) days after the date specified in subsection (2)(ii); and
(3)
Be accompanied by a copy of this article.
Laws, 1987, ch. 486, § 13.22; Laws, 2000, ch. 469, § 33; Laws, 2007, ch. 361, § 12; Laws, 2012, ch. 481, § 35, 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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.23 - Perfection of rights; right to withdraw

(a)
A shareholder who receives notice pursuant to Section
79-4-13.22
and who wishes to exercise appraisal rights must sign and return on the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to Section
79-4-13.22(b)(2)(ii)
. In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to Section
79-4-13.22(b)(1)
. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under Section
79-4-13.25
. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b).
(b)
A shareholder who has complied with subsection (a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to Section
79-4-13.22(b)(2)(v)
. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
(c)
A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in Section
79-4-13.22(b)
, shall not be entitled to payment under this article.
Laws, 1987, ch. 486, § 13.23; Laws, 2000, ch. 469, § 34; Laws, 2007, ch. 361, § 13, eff. 7/1/2007.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.24 - Payment

(a)
Except as provided in Section
79-4-13.25
, within thirty (30) days after the form required by Section
79-4-13.22(b)(2)(ii)
is due, the corporation shall pay in cash to those shareholders who complied with Section
79-4-13.23(a)
the amount the corporation estimates to be the fair value of their shares, plus interest.
(b)
The payment to each shareholder pursuant to subsection (a) must be accompanied by:
(1)
Financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;
(2)
A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to Section
79-4-13.22(b)(2)(iii)
; and
(3)
A statement that shareholders described in subsection (a) have the right to demand further payment under Section
79-4-13.26
and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this chapter.
Former 1972 Code §
79-4-13.24
[Laws, 1987, ch. 486, § 13.24] deleted by Laws, 2000, ch. 469, § 35. Former 1972 Code §
79-4-13.25
[Laws, 1987, ch. 486, § 13.25] amended and renumbered as §
79-4-13.24
by Laws, 2000, ch. 469, § 35, eff. 7/1/2000.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.25 - After-acquired shares

(a)
A corporation may elect to withhold payment required by Section
79-4-13.24
from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to Section
79-4-13.22(b)(1)
.
(b)
If the corporation elected to withhold payment under subsection (a), it must, within thirty (30) days after the form required by Section
79-4-13.22(b)(2)(ii)
is due, notify all shareholders who are described in subsection (a):
(1)
Of the information required by Section
79-4-13.24(b)(1)
;
(2)
Of the corporation's estimate of fair value pursuant to Section
79-4-13.24(b)(2)
;
(3)
That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under Section
79-4-13.26
;
(4)
That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty (30) days after receiving the offer; and
(5)
That those shareholders who do not satisfy the requirements for demanding appraisal under Section
79-4-13.26
shall be deemed to have accepted the corporation's offer.
(c)
Within ten (10) days after receiving the shareholder's acceptance pursuant to subsection (b), the corporation must pay in cash the amount it offered under subsection (b)(2) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
(d)
Within forty (40) days after sending the notice described in subsection (b), the corporation must pay in cash the amount it offered to pay under subsection (b)(2) to each shareholder described in subsection (b)(5).
Former 1972 Code §
79-4-13.25
[Laws, 1987, ch. 486, § 13.25] renumbered as §
79-4-13.24
by Laws, 2000, ch. 469, § 35. Former 1972 Code §
79-4-13.27
[Laws, 1987, ch. 486, § 13.27] amended and renumbered as §
79-4-13.25
by Laws, 2000, ch. 469, § 36; Laws, 2007, ch. 361, § 14, eff. 7/1/2007.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.26 - Procedure if shareholder dissatisfied with payment or offer

(a)
A shareholder paid pursuant to Section
79-4-13.24
who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest (less any payment under Section
79-4-13.24
). A shareholder offered payment under Section
79-4-13.25
who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.
(b)
A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) within thirty (30) days after receiving the corporation's payment or offer of payment under Section
79-4-13.24
or Section
79-4-13.25
, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
Former 1972 Code §
79-4-13.26
[Laws, 1987, ch. 486, § 13.26] deleted by Laws, 2000, ch. 469, § 37. Former 1972 Code §
79-4-13.28
[Laws, 1987, ch. 486, § 13.28] amended and renumbered as §
79-4-13.26
by Laws, 2000, ch. 469, § 37, eff. 7/1/2000.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.27 - Renumbered

Renumbered as §
79-4-13.25
by Laws, 2000, ch. 469, § 36.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle B - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 79-4-13.20 — 79-4-13.28) › Section 79-4-13.28 - Renumbered

Renumbered as §
79-4-13.26
by Laws, 2000, ch. 469, § 37.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle C - JUDICIAL APPRAISAL OF SHARES (§§ 79-4-13.30 — 79-4-13.31) › Section 79-4-13.30 - Court action

(a)
If a shareholder makes demand for payment under Section
79-4-13.26
which remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to Section
79-4-13.26
plus interest.
(b)
The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state. If the corporation is a foreign corporation, it shall commence the proceeding in the county in this state where the principal office of the domestic corporation merged with the foreign corporation was located or, if the domestic corporation did not have its principal office in this state at the time of the transaction, in Chancery Court of the First Judicial District of Hinds County, Mississippi.
(c)
The corporation shall make all shareholders (whether or not residents of this state) whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d)
The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(e)
Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under Section
79-4-13.25
.
Laws, 1987, ch. 486, § 13.30; Laws, 2000, ch. 469, § 38; Laws, 2012, ch. 382, § 33, 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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle C - JUDICIAL APPRAISAL OF SHARES (§§ 79-4-13.30 — 79-4-13.31) › Section 79-4-13.31 - Court costs and expenses

(a)
The court in an appraisal proceeding commenced under Section
79-4-13.30
shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the court costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts which the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.
(b)
The court in an appraisal proceeding may also assess the expenses of the respective parties in amounts the court finds equitable:
(1)
Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of Section
79-4-13.20
,
79-4-13.22
,
79-4-13.24
or
79-4-13.25
; or
(2)
Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.
(c)
If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.
(d)
To the extent the corporation fails to make a required payment pursuant to Section
79-4-13.24
,
79-4-13.25
or
79-4-13.26
, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
Laws, 1987, ch. 486, § 13.31; Laws, 2000, ch. 469, § 39; Laws, 2007, ch. 361, § 15, eff. 7/1/2007.
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 13 - APPRAISAL RIGHTS (§§ 79-4-13.01 — 79-4-13.40) › Subarticle D - OTHER REMEDIES (§ 79-4-13.40) › Section 79-4-13.40 - Other remedies limited

(a)
The legality of a proposed or completed corporate action described in Section
79-4-13.02(a)
may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.
(b)
Subsection (a) does not apply to a corporate action that:
(1)
Was not authorized and approved in accordance with the applicable provisions of:
(i)
Article 9, 10, 11 or 12,
(ii)
The articles of incorporation or bylaws, or
(iii)
The resolution of the board of directors authorizing the corporate action;
(2)
Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;
(3)
Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in Section
79-4-8.62
and has been approved by the shareholders in the same manner as is provided in Section
79-4-8.63
as if the interested transaction were a director's conflicting interest transaction; or
(4)
Is approved by less than unanimous consent of the voting shareholders pursuant to Section
79-4-7.04
if:
(i)
The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and
(ii)
The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporation action is effective as to the shareholder bringing the proceeding.
Laws, 2007, ch. 361, § 16, eff. 7/1/2007.
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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.01 - Dissolution by incorporators or initial directors

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1)
The name of the corporation;
(2)
The date of its incorporation;
(3)
Either (i) that none of the corporation's shares has been issued, or (ii) that the corporation has not commenced business;
(4)
That no debt of the corporation remains unpaid;
(5)
That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6)
That a majority of the incorporators or initial directors authorized the dissolution.
Laws, 1987, ch. 486, § 14.01 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.02 - Dissolution by board of directors and shareholders

(a)
A corporation's board of directors may propose dissolution for submission to the shareholders.
(b)
For a proposal to dissolve to be adopted:
(1)
The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2)
The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).
(c)
The board of directors may condition its submission of the proposal for dissolution on any basis.
(d)
The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e)
Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
Laws, 1987, ch. 486, § 14.02; Laws, 2000, ch. 469, § 25, eff. 7/1/2000.