reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-11 - Resignation of registered agent

(a)
A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states:
(1)
The name of the entity;
(2)
The name of the agent; and
(3)
That the agent resigns from serving as agent for service of process for the entity.
(b)
(1)
The statement of resignation shall include a certification of the registered agent that at least thirty (30) days prior to the filing of the statement of resignation written notice of the resignation of the registered agent was sent to each represented entity for which the registered agent is resigning as registered agent. This notice shall be addressed and delivered to the last known principal office of each represented entity identified in the statement. The agent shall indicate in the statement each name and address to which the notice was sent. After receipt of the notice of resignation of its registered agent, the represented entity for which the registered agent was acting shall obtain and designate a registered agent.
(2)
For purposes of this subsection, the "last known principal office" of the represented entity shall be the address of the entity on file with the Secretary of State's office or the address most recently supplied to the agent by the entity, whichever is more current, or the actual principal office address if the actual address is known to the agent.
(c)
A statement of resignation takes effect on the earlier of the thirty-first day after the day on which it is filed or the appointment of a new registered agent for the represented entity.
(d)
When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity.
(e)
A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.
Laws, 2012, ch. 382, § 11, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-12 - Appointment of agent by nonfiling or nonqualified foreign entity

(a)
A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states:
(1)
The name, type, and jurisdiction of organization of the entity; and
(2)
The information required by Section
79-35-5(a)
.
(b)
A statement appointing an agent for service of process takes effect on filing.
(c)
The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state.
(d)
A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity.
(e)
An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state.
(f)
A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.
Laws, 2012, ch. 382, § 12, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-13 - Service of process on entities

(a)
A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.
(b)
If an entity that previously filed a registered agent filing with the Secretary of State no longer has a registered agent, or if its registered agent cannot with reasonable diligence be served, the governors of the entity will be treated as the entity's agent for service of process who may be served pursuant to the provisions of the Mississippi Rules of Civil Procedure. The names of the governors and the address of the principal office may be as shown in the most recent annual report filed with the Secretary of State. If the governors of the entity cannot with reasonable diligence be served, service of process against the entity shall be upon the Secretary of State in accordance with the Mississippi Rules of Civil Procedure.
(c)
If notice or demand cannot be made on an entity pursuant to subsection (a) or (b) of this section, notice or demand may be made by handing a copy to the manager or other individual in charge of any regular place of business or activity of the entity.
(d)
Notice or demand on a registered agent must be in the form of a written document, except that notice or demand may be made on a commercial registered agent in such other forms of a record, and subject to such requirements as the agent has stated from time to time in its listing under Section
79-35-6
that it will accept.
(e)
Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter, including provisions in the organic entity laws that provide for service of process on the Secretary of State in the event that registration of an organic entity has been canceled, withdrawn or revoked or the domestic organic entity has been administratively dissolved or voluntarily dissolved under the applicable organic entity statute.
Laws, 2012, ch. 382, § 13, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-14 - Duties of registered agent

(a)
The only duties under this chapter of a registered agent that has complied with this chapter are:
(1)
To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent;
(2)
To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity;
(3)
If the agent is a noncommercial registered agent, to keep current the information required by Section
79-35-5(a)
in the most recent registered agent filing for the entity; and
(4)
If the agent is a commercial registered agent, to keep current the information listed for it under Section
79-35-6(a)
.
(b)
A person named as the registered agent for a represented entity in a registered agent filing pursuant to this chapter without the person's consent is not considered to be a "registered agent" of the entity for purposes of this chapter and therefore the person shall not have, and shall not be required to perform, the duties prescribed by this section with respect to the represented entity described in this subsection (b).
(1)
In the event a person described in this subsection (b) is served with notice of service of process pursuant to Section
79-35-13(a)
, service on the person shall be deemed to be service on the entity that named the agent, even if the person does not forward the service to the entity.
(2)
The person described in this subsection (b) shall have no responsibility to forward the service described in this subsection (b) to the entity, even if the person accepts the service by mistake; and the person further may not be held liable regardless of whether the person files a notice of nonacceptance with the Secretary of State:
(A)
Under a judgment, decree, or order of a court, agency, or tribunal of any type, or in any other manner, in this or any other state, or on any other basis, for a debt, obligation, or liability of the represented entity, whether arising in contract, tort, or otherwise, solely because of the person's designation or appointment as registered agent; or
(B)
To the represented entity or to a person who reasonably relied on the unauthorized designation or appointment solely because of the person's failure or refusal to perform the duties of a registered agent under this section.
(3)
A person described in subsection (b) of this section may file a notice of nonacceptance with the Secretary of State's office for the purpose of removing the person's name from the records of the Secretary of State that relate to the entity described in subsection (b) of this section.
Upon the filing of the notice of nonacceptance, the Secretary of State shall notify the entity in writing of the nonacceptance. After receipt of the notice from the Secretary of State, the entity shall obtain and designate a registered agent.
Laws, 2012, ch. 382, § 14, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-15 - Jurisdiction and venue

The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceeding involving the entity.
Laws, 2012, ch. 382, § 15, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-16 - Consistency of application

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
Laws, 2012, ch. 382, § 16, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-17 - Relation to Electronic Signatures in Global and National Commerce Act

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USCS Section 7001(c), or authorize delivery of any of the notices described in Section 103(b) of that act, 15 USCS Section 7003(b).
Laws, 2012, ch. 382, § 17, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-18 - Savings clause

This chapter does not affect an action or proceeding commenced or right accrued before January 1, 2013.
Laws, 2012, ch. 382, § 18, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 35 - THE MISSISSIPPI REGISTERED AGENTS ACT (§§ 79-35-1 — 79-35-19) › Section 79-35-19 - Designation of registered agent without consent; penalties and liablilties

In addition to other penalties, a person commits an offense if the person makes a false statement in a registered agent filing that names a person the registered agent of a represented entity without the person's written consent. The following penalties and liabilities shall apply with respect to a false statement in a registered agent filing made under this chapter that names a person the registered agent of a represented entity without the person's consent:
(1)
Section
79-4-1.29
(Domestic Corporations); Section
79-4-15.30
(Foreign Corporations); Section
79-11-123
(Domestic Nonprofit Corporations); Section
79-11-385
(Foreign Nonprofit Corporations); Section
79-29-207
(Domestic Limited Liability Companies); Section
79-29-1019
(Foreign Limited Liability Companies); Section
79-13-1003
(Limited Liability Partnerships); Section
79-13-1106
(Foreign Limited Liability Partnerships); Section
79-15-129
(Foreign Investment Trusts); and Section
79-16-27
(Foreign Business Trusts).
(2)
The Secretary of State may commence a proceeding to administratively dissolve the domestic entity or to revoke the foreign entity's certificate of authority or similar certificate as prescribed by Section
79-4-14.20
(Corporations); Section
79-4-15.30
(Foreign Corporations); Section
79-11-347
(Nonprofit Corporations); Section
79-11-385
(Foreign Nonprofit Corporations); Section
79-13-1003
(Limited Liability Partnerships); Section
79-13-1106
(Foreign Limited Liability Partnerships); Section
79-29-809
(Limited Liability Companies); Section
79-29-1011
(Foreign Limited Liability Companies); Section
79-14-811
(Limited Partnerships); Section
79-14-1010
(Foreign Limited Partnerships); Section
79-15-129
(Foreign Investment Trusts); and Section
79-16-27
(Foreign Business Trusts). Any entity that is administratively dissolved or whose certificate of authority is revoked pursuant to this paragraph shall not be reinstated unless it complies with the applicable statutory reinstatement requirements and unless it provides to the Secretary of State with its application for reinstatement a statement of appointment of registered agent signed by its appointed registered agent and an additional reinstatement fee of Two Hundred Fifty Dollars ($250.00), in addition to the applicable statutory reinstatement fee.
Laws, 2012, ch. 382, § 19, eff. 1/1/2013.
Amended by Laws, 2015, ch. 453, SB 2310, 5, eff. 7/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-101 - Short title

This chapter shall be known and may be cited as the Mississippi Entity Conversion and Domestication Act.
Added by Laws, 2014, ch. 399, SB 2322, 1, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-103 - Relationship of chapter to other laws

(a)
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b)
This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(c)
A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic converting or domesticating business corporation unless the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
Added by Laws, 2014, ch. 399, SB 2322, 3, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-104 - Required notice or approval

(a)
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to a conversion or domestication.
(b)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the appropriate court specifying the disposition of the property.
Added by Laws, 2014, ch. 399, SB 2322, 4, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-105 - Status of filings

A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.
Added by Laws, 2014, ch. 399, SB 2322, 5, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-106 - Nonexclusivity

The fact that a transaction under this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
Added by Laws, 2014, ch. 399, SB 2322, 6, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-107 - Reference to external facts

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Added by Laws, 2014, ch. 399, SB 2322, 7, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-108 - Alternative means of approval of transactions

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.
Added by Laws, 2014, ch. 399, SB 2322, 8, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-109 - Appraisal rights

(a)
An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
(1)
The organic law permits the organic rules to limit the availability of appraisal rights; and
(2)
The organic rules provide such a limit or elimination.
(b)
An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in:
(1)
The entity's organic rules;
(2)
The plan; or
(3)
The case of a business corporation, by action of its governors.
(c)
If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, Article 13 of the Mississippi Business Corporation Act applies to the extent practicable or as otherwise provided in the entity's organic rules or the plan.
Added by Laws, 2014, ch. 399, SB 2322, 9, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-110 - Reserved

Added by Laws, 2014, ch. 399, SB 2322, 10, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-111 - Requirements for documents

(a)
To be entitled to filing by the Secretary of State, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements:
(1)
This chapter requires or permits filing the document in the Office of the Secretary of State.
(2)
The document contains the information required by this chapter and may contain other information.
(3)
The document is in a record.
(4)
The document is in the English language, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(5)
The document is signed:
(A)
By an officer or director of a domestic or foreign corporation;
(B)
By a person authorized by a domestic or foreign entity that is not a corporation; or
(C)
If the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(6)
The document must state the name and capacity of the person that signed it.
(7)
The document must be delivered to the Office of the Secretary of State for filing in the format and in the manner required by the Secretary of State.
(b)
When a document is delivered to the Office of the Secretary of State for filing, the correct filing fee must be paid or provision for payment made in a manner permitted by the Secretary of State.
Amended by Laws, 2017, ch. 308, SB 2327, 1, eff. 7/1/2017.
Added by Laws, 2014, ch. 399, SB 2322, 11, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-112 - Filing, service, and copying fees

(a)
The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding.
(b)
The Secretary of State shall collect the following fees for copying and certifying the copy of any document filed under this chapter:
(1)
One Dollar ($1.00) a page for copying; and
(2)
Ten Dollars ($10.00) for the certificate.
(c)
The Secretary of State shall collect the following fees when the documents described are delivered for filing:
(1)
[Reserved]
(2)
[Reserved]
(3)
[Reserved]
(4)
[Reserved]
(5)
Statement of conversion .................... $50.00
(6)
Statement of abandonment of conversion .................... $25.00
(7)
Statement of domestication .................... $50.00
(8)
Statement of abandonment of domestication .................... $25.00
Added by Laws, 2014, ch. 399, SB 2322, 12, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-113 - Effective time and date of document

Except as provided in Section
79-37-114
, a document accepted for filing is effective:
(1)
At the date and time of filing, as evidenced by the means used by the Secretary of State for recording the date and time of filing;
(2)
At the time specified in the document as its effective time on the date it is filed;
(3)
At a specified delayed effective time and date if permitted by this chapter; or
(4)
If a delayed effective date but no time is specified, at the close of business on the date specified.
Added by Laws, 2014, ch. 399, SB 2322, 13, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-114 - Correcting filed document

(a)
A domestic or foreign entity may correct a document filed by the Secretary of State within one hundred twenty (120) days of the filing if:
(1)
The document contains an inaccuracy;
(2)
The document was defectively signed; or
(3)
The electronic transmission of the document to the Secretary of State was defective.
(b)
A document is corrected by filing with the Secretary of State a statement of correction that:
(1)
Describes the document to be corrected and states its filing date or has attached a copy of the document;
(2)
Specifies the inaccuracy or defect to be corrected; and
(3)
Corrects the inaccuracy or defect.
(c)
A statement of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a statement of correction is effective when filed.
Amended by Laws, 2017, ch. 308, SB 2327, 2, eff. 7/1/2017.
Added by Laws, 2014, ch. 399, SB 2322, 14, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-115 - Filing duty of Secretary of State

(a)
A document delivered to the Office of the Secretary of State for filing that satisfies the requirements of Section
79-37-111
must be filed by the Secretary of State.
(b)
The Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, the Secretary of State shall deliver to the domestic or foreign entity or its representative a copy of the document with an acknowledgement of the date and time of filing.
(c)
If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign entity or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
(d)
The duty of the Secretary of State to file documents under this section is ministerial. The filing or refusal to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or in part;
(2)
Relate to the correctness or incorrectness of information contained in the document; or
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
Added by Laws, 2014, ch. 399, SB 2322, 15, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-116 - Appeal from refusal to file a document

(a)
If the Secretary of State refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may appeal the refusal within thirty (30) days after the return of the document to the Chancery Court of the First Judicial District of Hinds County, Mississippi. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the explanation of the Secretary of State for the refusal to file.
(b)
The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
Amended by Laws, 2017, ch. 308, SB 2327, 3, eff. 7/1/2017.
Added by Laws, 2014, ch. 399, SB 2322, 16, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-117 - Evidentiary effect of copy of filed document

A filed-stamped copy from the Secretary of State conclusively establishes that the original document is on file with the Secretary of State.
Added by Laws, 2014, ch. 399, SB 2322, 17, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-118 - Penalty for signing false document

(a)
A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing.
(b)
An offense under this section is a misdemeanor punishable by a fine of not to exceed One Thousand Dollars ($1,000.00).
Added by Laws, 2014, ch. 399, SB 2322, 18, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 1 - GENERAL PROVISIONS (§§ 79-37-101 — 79-37-119) › Section 79-37-119 - Powers of Secretary of State

The Secretary of State has the power reasonably necessary to perform the duties required by this chapter and adopt rules and regulations for enforcement.
Added by Laws, 2014, ch. 399, SB 2322, 19, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 4 - CONVERSION (§§ 79-37-401 — 79-37-406) › Section 79-37-401 - Conversion authorized

(a)
A charitable organization as defined in Section
79-11-501
may not convert under this Article 4.
(b)
By complying with this article, a domestic entity may become:
(1)
A domestic entity that is a different type of entity; or
(2)
A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation and the domestic entity has complied with Article 5 of this chapter.
(c)
By complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity that is a different type of entity if the conversion is authorized by the law of the foreign entity's jurisdiction of formation and the foreign entity has first domesticated to this state under Article 5 of this chapter.
(d)
If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2015.
Amended by Laws, 2017, ch. 308, SB 2327, 4, eff. 7/1/2017.
Added by Laws, 2014, ch. 399, SB 2322, 20, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 4 - CONVERSION (§§ 79-37-401 — 79-37-406) › Section 79-37-402 - Plan of conversion

(a)
A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain:
(1)
The name and type of entity of the converting entity;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
The proposed public organic record of the converted entity if it will be a filing entity;
(5)
The full text of the private organic rules of the converted entity which are proposed to be in a record;
(6)
The other terms and conditions of the conversion; and
(7)
Any other provision required by the law of this state or the organic rules of the converting entity.
(b)
In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
Added by Laws, 2014, ch. 399, SB 2322, 21, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 4 - CONVERSION (§§ 79-37-401 — 79-37-406) › Section 79-37-403 - Approval of conversion

(a)
A plan of conversion is not effective unless it has been approved:
(1)
By a domestic converting entity:
(A)
In accordance with the requirements, if any, in its organic rules for approval of a conversion;
(B)
If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i)
In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger;
(ii)
In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or
(C)
By all of the interest holders of the entity entitled to vote on or consent to any matter if in the case of any entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a conversion or a merger; and
(2)
In a record, by each interest holder of a domestic converting entity which will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
(A)
The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(B)
The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b)
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by Laws, 2014, ch. 399, SB 2322, 22, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 4 - CONVERSION (§§ 79-37-401 — 79-37-406) › Section 79-37-404 - Amendment or abandonment of plan of conversion

(a)
A plan of conversion of a domestic converting entity may be amended:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan;
(B)
The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C)
Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.
(b)
After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting entity may abandon the plan in the same manner as the plan was approved.
(c)
If a plan of conversion is abandoned after a statement of conversion has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of the converting entity;
(2)
The date on which the statement of conversion was filed by the Secretary of State; and
(3)
A statement that the conversion has been abandoned in accordance with this section.
Added by Laws, 2014, ch. 399, SB 2322, 23, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 4 - CONVERSION (§§ 79-37-401 — 79-37-406) › Section 79-37-405 - Statement of conversion; effective date

(a)
A statement of conversion must be signed on behalf of the converting entity and delivered to the Secretary of State for filing.
(b)
A statement of conversion must contain:
(1)
The name, jurisdiction of formation, and type of entity of the converting entity;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing;
(4)
If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation; copies of the conversion documents from its jurisdiction of formation must be filed;
(5)
If the converted entity is a domestic filing entity, its public organic record, as an attachment;
(6)
If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7)
If the converted entity is a foreign entity, a mailing address to which the Secretary of State may send any process served on the Secretary of State pursuant to Section
79-37-406(e)
.
(c)
In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law.
(d)
If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e)
A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion.
(f)
If the converted entity is a domestic entity, the conversion is effective when the statement of conversion is effective. If the converted entity is a foreign entity, the conversion is effective on the later of:
(1)
The date and time provided by the organic law of the converted entity; or
(2)
When the statement is effective.
Amended by Laws, 2017, ch. 308, SB 2327, 5, eff. 7/1/2017.
Added by Laws, 2014, ch. 399, SB 2322, 24, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 5 - DOMESTICATION (§§ 79-37-501 — 79-37-506) › Section 79-37-501 - Domestication authorized

(a)
Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b)
Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after January 1, 2015.
Added by Laws, 2014, ch. 399, SB 2322, 26, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 5 - DOMESTICATION (§§ 79-37-501 — 79-37-506) › Section 79-37-502 - Plan of domestication

(a)
A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1)
The name and type of entity of the domesticating entity;
(2)
The name and jurisdiction of formation of the domesticated entity;
(3)
The manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
The proposed public organic record of the domesticated entity if it is a filing entity;
(5)
The full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6)
The other terms and conditions of the domestication; and
(7)
Any other provision required by the law of this state or the organic rules of the domesticating entity.
(b)
In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.
Added by Laws, 2014, ch. 399, SB 2322, 27, eff. 1/1/2015.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 37 - MISSISSIPPI ENTITY CONVERSION AND DOMESTICATION ACT (§§ 79-37-101 — 79-37-604) › Article 5 - DOMESTICATION (§§ 79-37-501 — 79-37-506) › Section 79-37-503 - Approval of domestication

(a)
A plan of domestication is not effective unless it has been approved:
(1)
By a domestic domesticating entity:
(A)
In accordance with the requirements, if any, in its organic rules for approval of a domestication;
(B)
If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i)
In the case of an entity that is not a business corporation, a merger, as if the domestication were a merger;
(ii)
In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type merger; or
(C)
By all of the interest holders of the entity entitled to vote on or consent to any matter if in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a domestication or a merger; and
(2)
In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A)
The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B)
The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.
(b)
A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of formation.
Added by Laws, 2014, ch. 399, SB 2322, 28, eff. 1/1/2015.