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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.03 - Articles of dissolution

(a)
At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
(1)
The name of the corporation;
(2)
The date dissolution was authorized; and
(3)
If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by the Mississippi Business Corporation Act and by the articles of incorporation.
(b)
A corporation is dissolved upon the effective date of its articles of dissolution.
(c)
For purposes of this subarticle, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
Laws, 1987, ch. 486, § 14.03; Laws, 2000, ch. 469, § 26; Laws, 2001, ch. 435, § 15, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.04 - Revocation of dissolution

(a)
A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.
(b)
Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c)
After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1)
The name of the corporation;
(2)
The effective date of the dissolution that was revoked;
(3)
The date that the revocation of dissolution was authorized;
(4)
If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5)
If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6)
If shareholder action was required to revoke the dissolution, the information required by Section
79-4-14.03(a)(3)
.
(d)
Unless a delayed effective date is specified, revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution are filed.
(e)
When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
Laws, 1987, ch. 486, § 14.04; Laws, 2000, ch. 469, § 27, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.05 - Effect of dissolution

(a)
A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1)
Collecting its assets;
(2)
Disposing of its properties that will not be distributed in kind to its shareholders;
(3)
Discharging or making provision for discharging its liabilities;
(4)
Distributing its remaining property among its shareholders according to their interests; and
(5)
Doing every other act necessary to wind up and liquidate its business and affairs.
(b)
Dissolution of a corporation does not:
(1)
Transfer title to the corporation's property;
(2)
Prevent transfer of its shares of securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
(3)
Subject its directors and officers to standards of conduct different from those prescribed in Article 8;
(4)
Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5)
Prevent commencement of a proceeding by or against the corporation in its corporate name;
(6)
Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7)
Terminate the authority of the registered agent of the corporation.
Laws, 1987, ch. 486, § 14.05, 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 79-4-14.06 - Known claims against dissolved corporation

(a)
A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.
(b)
The written notice must:
(1)
Describe information that must be included in a claim;
(2)
Provide a mailing address where a claim may be sent;
(3)
State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and
(4)
State that the claim will be barred if not received by the deadline.
(c)
A claim against the dissolved corporation is barred:
(1)
If a claimant who was given written notice under subsection (b) does not deliver the claim to the dissolved corporation by the deadline; or
(2)
If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(d)
For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
Laws, 1987, ch. 486, § 14.06; Laws, 2001, ch. 435, § 16, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.07 - Unknown claims against dissolved corporation

(a)
A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b)
The notice must:
(1)
Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office is or was located, or in Hinds County if the corporation does not have a principal office in this state;
(2)
Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3)
State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three (3) years after the publication of the notice.
(c)
If the dissolved corporation publishes a newspaper notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within the lesser of three (3) years after the publication date of the newspaper notice, or any other applicable limitations period established by applicable law:
(1)
A claimant who was not given written notice under Section
79-4-14.06
;
(2)
A claimant whose claim was timely sent to the dissolved corporation but not acted on;
(3)
A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d)
A claim that is not barred by Section
79-4-14.06(c)
or subsection (c) of this section may be enforced:
(1)
Against the dissolved corporation, to the extent of its undistributed assets; or
(2)
Except as provided in Section
79-4-14.08(d)
, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
Laws, 1987, ch. 486, § 14.07; Laws, 1990, ch. 538, § 6; Laws, 2001, ch. 435, § 17; Laws, 2004, ch. 495, § 11; Laws, 2012, ch. 382, § 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.08 - Dissolved corporations - chancery court proceedings for security payment of claims; notice; guardian ad litem; satisfaction of claim

(a)
A dissolved corporation that has published a notice under Section
79-4-14.07
may file an application with the chancery court of the county where the dissolved corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under Section
79-4-14.07(c)
.
(b)
Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c)
The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d)
Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
Laws, 2001, ch. 435, § 18; Laws, 2012, ch. 382, § 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle A - VOLUNTARY DISSOLUTION (§§ 79-4-14.01 — 79-4-14.09) › Section 79-4-14.09 - Payment of claims and distribution of assets of dissolved corporations; liability

(a)
Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.
(b)
Directors of a dissolved corporation which has disposed of claims under Section
79-4-14.06
,
79-4-14.07
or
79-4-14.08
shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under Section
79-4-14.06
,
79-4-14.07
or
79-4-14.08
.
Laws, 2001, ch. 435, § 19, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle B - ADMINISTRATIVE DISSOLUTION (§§ 79-4-14.20 — 79-4-14.23) › Section 79-4-14.20 - Grounds for administrative dissolution

The Secretary of State may commence a proceeding under Section
79-4-14.21
to administratively dissolve a corporation if:
(1)
The corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Sections
79-4-1.01
et seq. or other law;
(2)
The corporation does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;
(3)
The corporation is without a registered agent in this state for sixty (60) days or more;
(4)
The corporation does not notify the Secretary of State within sixty (60) days that its registered agent has been changed, or that its registered agent has resigned;
(5)
The corporation's period of duration stated in its articles of incorporation expires; or
(6)
An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing.
Laws, 1987, ch. 486, § 14.20; Laws, 2012, ch. 382, § 36, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle B - ADMINISTRATIVE DISSOLUTION (§§ 79-4-14.20 — 79-4-14.23) › Section 79-4-14.21 - Procedure for and effect of administrative dissolution

(a)
If the Secretary of State determines that one or more grounds exist under Section
79-4-14.20
for dissolving a corporation, he shall serve the corporation with written notice of his determination. Such determination may be served either by electronic mail to the email address of the registered agent of the corporation or by first-class mail as indicated by the corporation.
(b)
If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation, which certificate may be served either by electronic mail to the email address of the registered agent of the corporation or by first-class mail as indicated by the corporation.
(c)
A corporation that has been administratively dissolved continues its corporate existence but may not carry on any business except as necessary to wind up and liquidate its business and affairs under Section
79-4-14.05
and notify claimants under Sections
79-4-14.06
and
79-4-14.07
.
(d)
The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e)
The administrative dissolution of a corporation shall not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the corporation or prevent the corporation from defending any action, suit or proceeding in any court of this state.
(f)
A corporation that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until the corporation is reinstated.
Laws, 1987, ch. 486, § 14.21; Laws, 1991, ch. 509, § 2; Laws, 2012, ch. 382, § 37; Laws, 2012, ch. 481, § 36, eff. 1/1/2013.
Amended by Laws, 2023, ch. 433, HB 1101,§ 1, eff. 7/1/2023.
Amended by Laws, 2017, ch. 369, SB 2350, 2, eff. 7/1/2017.
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 B - ADMINISTRATIVE DISSOLUTION (§§ 79-4-14.20 — 79-4-14.23) › Section 79-4-14.22 - Reinstatement following administrative dissolution

(a)
A corporation administratively dissolved under Section
79-4-14.21
may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The applicant must:
(1)
Recite the name of the corporation and the effective date of its administrative dissolution;
(2)
State that the ground or grounds for dissolution either did not exist or have been eliminated;
(3)
State that the corporation's name satisfies the requirements of Section
79-4-4.01
; and
(4)
Contain a certificate from the Mississippi Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b)
If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.
(c)
When the reinstatement is effective:
(1)
The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;
(2)
Any liability incurred by the corporation, director, officer or a shareholder after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and
(3)
The corporation may resume carrying on its business as if the administrative dissolution had never occurred.
Laws, 1987, ch. 486, § 14.22; Laws, 1993, ch. 368, § 13; Laws, 2009, ch. 527, § 1; Laws, 2009, ch. 530, § 3; Laws, 2012, ch. 382, § 38; Laws, 2012, ch. 481, § 37, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle B - ADMINISTRATIVE DISSOLUTION (§§ 79-4-14.20 — 79-4-14.23) › Section 79-4-14.23 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation with a written notice that explains the reason or reasons for denial.
(b)
The corporation may appeal the denial of reinstatement to the Chancery Court of the First Judicial District of Hinds County or the chancery court of the county where the corporation's principal office is located or where the corporation is domiciled within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial.
(c)
The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Laws, 1987, ch. 486, § 14.23; Laws, 2009, ch. 527, § 2; Laws, 2012, ch. 382, § 39, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle C - JUDICIAL DISSOLUTION (§§ 79-4-14.30 — 79-4-14.34) › Section 79-4-14.30 - Grounds for judicial dissolution

(a)
The chancery court may dissolve a corporation:
(1)
In a proceeding by the Attorney General if it is established that:
(i)
The corporation obtained its articles of incorporation through fraud;
(ii)
The corporation has continued to exceed or abuse the authority conferred upon it by law;
(2)
In a proceeding by a shareholder if it is established that:
(i)
The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(ii)
The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;
(iii)
The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(iv)
The corporate assets are being misapplied or wasted;
(3)
In a proceeding by a creditor if it is established that:
(i)
The creditor's claim has been reduced to judgment, the execution on the judgment return unsatisfied, and the corporation is insolvent; or
(ii)
The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(4)
In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(5)
In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b)
Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are:
(i)
listed on the New York Stock Exchange, the American Stock Exchange, or any exchange owned or operated by the NASDAQ Stock Market, LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or
(ii)
not so listed or quoted, but are held by at least three hundred (300) shareholders and the shares outstanding have a market value of at least Twenty Million Dollars ($20,000,000.00) (exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, directors and beneficial shareholders owning more than ten percent (10%) of such shares).
(c)
In this section "beneficial shareholder" has the meaning specified in Section
79-4-13.01(2)
.
Laws, 1987, ch. 486, § 14.30; Laws, 1990, ch. 538, § 7; Laws, 2007, ch. 361, § 17, 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 C - JUDICIAL DISSOLUTION (§§ 79-4-14.30 — 79-4-14.34) › Section 79-4-14.31 - Procedure for judicial dissolution

(a)
Venue for a proceeding brought by any party named in Section
79-4-14.30
lies in the county where a corporation's principal office is or was located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state.
(b)
It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c)
A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d)
Within ten (10) days of the commencement of a proceeding under Section
79-4-14.30(2)
to dissolve a corporation that is not a public corporation, the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under Section
79-4-14.34
and accompanied by a copy of Section
79-4-14.34
.
Laws, 1987, ch. 486, § 14.31; Laws, 1990, ch. 538, § 8; Laws, 1993, ch. 368, § 12; Laws, 1994, ch. 417, § 3; Laws, 2006, ch. 429, § 13; Laws, 2012, ch. 382, § 40, 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 14 - DISSOLUTION (§§ 79-4-14.01 — 79-4-14.40) › Subarticle C - JUDICIAL DISSOLUTION (§§ 79-4-14.30 — 79-4-14.34) › Section 79-4-14.32 - Receivership or custodianship

(a)
Unless an election to purchase has been filed under Section
79-4-14.34
, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all its property wherever located.
(b)
The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1)
The receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in his own name as receiver of the corporation in all courts of this state;
(2)
The custodian may exercise all the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d)
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.
(e)
The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
Laws, 1987, ch. 486, § 14.32; Laws, 2007, ch. 361, § 18, 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 C - JUDICIAL DISSOLUTION (§§ 79-4-14.30 — 79-4-14.34) › Section 79-4-14.33 - Decree of dissolution

(a)
If after a hearing the court determines that one or more grounds for judicial dissolution described in Section
79-4-14.30
exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State who shall file it.
(b)
After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with Section
79-4-14.05
and the notification of claimants in accordance with Sections
79-4-14.06
and
79-4-14.07
.
Laws, 1987, ch. 486, § 14.33, 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 D - MISCELLANEOUS (§ 79-4-14.40) › Section 79-4-14.40 - Deposit with state treasurer

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer for safekeeping. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer shall pay him or his representative that amount.
Laws, 1987, ch. 486, § 14.40, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.01 - Authority to transact business required

(a)
A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State.
(b)
The following activities, among others, do not constitute transacting business within the meaning of subsection (a):
(1)
Maintaining, defending or settling any proceeding;
(2)
Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositories with respect to those securities;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(8)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9)
Owning, without more, real or personal property;
(10)
Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;
(11)
Transacting business in interstate commerce;
(12)
Being a shareholder in a corporation or a foreign corporation that transacts business in this state;
(13)
Being a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;
(14)
Being a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.
(c)
The list of activities in subsection (b) is not exhaustive.
(d)
A foreign corporation which is general partner of any general or limited partnership, which partnership is transacting business in this state, is hereby declared to be transacting business in this state.
Laws, 1987, ch. 486, § 15.01; Laws, 1990, ch. 538, § 9; Laws, 2012, ch. 481, § 38, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.02 - Consequences of transacting business without authority

(a)
A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b)
The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c)
A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d)
A foreign corporation is liable for a civil penalty of Ten Dollars ($10.00) for each day, but not to exceed a total of One Thousand Dollars ($1,000.00) for each year, it transacts business in this state without a certificate of authority. The Attorney General may collect all penalties due under this subsection.
(e)
Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign corporation or prevent the foreign corporation from defending any action, suit or proceeding in any court of this state.
Laws, 1987, ch. 486, § 15.02; Laws, 2012, ch. 481, § 39, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.03 - Application for certificate of authority

(a)
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:
(1)
The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of Section
79-4-15.06
;
(2)
The name of the state or country under whose law it is incorporated;
(3)
Its date of incorporation and period of duration;
(4)
The street address of its principal office;
(5)
The information required by Section
79-35-5(a)
; and
(6)
The names and usual business addresses of its current directors and officers.
(b)
The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
Laws, 1987, ch. 486, § 15.03; Laws, 2012, ch. 382, § 41, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.04 - Amended certificate of authority

(a)
A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:
(1)
Its corporate name;
(2)
The period of its duration;
(3)
Any of the information required by Section
79-35-5(a)
; or
(4)
The state or country of its incorporation.
(b)
The requirements of Section
79-4-15.03
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Laws, 1987, ch. 486, § 15.04; Laws, 2012, ch. 382, § 42, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.05 - Effect of certificate of authority

(a)
A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Sections
79-4-1.01
et seq.
(b)
A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by Sections
79-4-1.01
et seq. is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
(c)
Sections
79-4-1.01
et seq. do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Laws, 1987, ch. 486, § 15.05, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.07 - [Repealed]

Laws, 1987, ch. 486, § 15.07, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 127, eff. 1/1/2013.
Laws, 1987, ch. 486, § 15.07, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.08 - [Repealed]

Laws, 1987, ch. 486, § 15.08, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 128, eff. 1/1/2013.
Laws, 1987, ch. 486, § 15.08, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.09 - [Repealed]

Laws, 1987, ch. 486, § 51.09, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 129, eff. 1/1/2013.
Laws, 1987, ch. 486, § 15.09, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle A - CERTIFICATE OF AUTHORITY (§§ 79-4-15.01 — 79-4-15.10) › Section 79-4-15.10 - Service of process, demand or notice on foreign corporation

Notice or demand required or permitted by law on a foreign corporation authorized to transact business in this state is governed by Section
79-35-13
. Service of process is governed by the Mississippi Rules of Civil Procedure.
Laws, 1987, ch. 486, § 15.10; Laws, 2012, ch. 382, § 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle B - WITHDRAWAL (§ 79-4-15.20) › Section 79-4-15.20 - Withdrawal of foreign corporations

(a)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.
(b)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4)
A mailing address to which the Secretary of State may mail a copy of any process served on him under paragraph (3) of this subsection; and
(5)
A commitment to notify the Secretary of State in the future of any change in its mailing address.
(c)
After the withdrawal of the corporation is effective, service of process on the Secretary of State under the Mississippi Rules of Civil Procedure is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth in its application for withdrawal.
Laws, 2005, ch. 502, § 2; Laws, 2012, ch. 382, § 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 79-4-15.30 — 79-4-15.33) › Section 79-4-15.30 - Grounds for revocation

The Secretary of State may commence a proceeding under Section
79-4-15.31
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
The foreign corporation does not deliver its annual report to the Secretary of State within sixty (60) days after it is due;
(2)
The foreign corporation does not pay within sixty (60) days after they are due any franchise taxes or penalties imposed by Sections
79-4-1.01
et seq. or other law;
(3)
The foreign corporation is without a registered agent in this state for sixty (60) days or more;
(4)
The foreign corporation does not inform the Secretary of State by an appropriate filing that its registered agent has changed or that its registered agent has resigned, within sixty (60) days of the change or resignation;
(5)
An incorporator, director, officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;
(6)
The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
Laws, 1987, ch. 486, § 15.30; Laws, 2012, ch. 382, § 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 79-4-15.30 — 79-4-15.33) › Section 79-4-15.32 - Appeal from revocation

(a)
A foreign corporation whose certificate of authority is administratively revoked under Section
79-4-15.31
may apply to the Secretary of State for reinstatement at any time after the effective date of such revocation. The application must:
(1)
Recite the name of the corporation and the effective date of the administrative revocation;
(2)
State that the ground or grounds for revocation either did not exist or have been eliminated;
(3)
State that the corporation's name satisfies the requirements of Section
79-4-4.01
; and
(4)
Contain a certificate from the Mississippi Department of Revenue reciting that the corporation has properly filed all reports and paid all taxes and penalties required by revenue laws of this state.
(b)
If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall reinstate the certificate of authority, prepare a certificate that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Section
79-35-13
.
(c)
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation. Any liability incurred by the foreign corporation or a director, officer or shareholder after the administrative revocation and before the reinstatement shall be determined as if the administrative revocation had never occurred, and the corporation resumes carrying on its business as if the administrative revocation had never occurred.
Laws, 1987, ch. 486, § 15.32; Laws, 1991, ch. 509, § 4; Laws, 1993, ch. 368, § 14; Laws, 2009, ch. 527, § 3; Laws, 2009, ch. 530, § 4; Laws, 2012, ch. 382, § 47; Laws, 2012, ch. 481, § 42, 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 15 - FOREIGN CORPORATIONS (§§ 79-4-15.01 — 79-4-15.33) › Subarticle C - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 79-4-15.30 — 79-4-15.33) › Section 79-4-15.33 - Appeal from denial of reinstatement

(a)
If the Secretary of State denies a foreign corporation's application for reinstatement following administrative revocation, he shall serve the corporation with a written communication that explains the reason or reasons for denial.
(b)
The corporation may appeal the denial of reinstatement to the Chancery Court of the First Judicial District of Hinds County or the chancery court of the county where the corporation is domiciled or where the corporation's principal office is located within thirty (30) days after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the Secretary of State's communication of denial.
(c)
The court may summarily order the Secretary of State to reinstate the revoked corporation or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Laws, 1991, ch. 509, § 5; Laws, 2009, ch. 527, § 4; Laws, 2012, ch. 382, § 48, eff. 1/1/2013.