reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-25 - How investment trust taxed

The income of an investment trust shall be taxed as if the investment trust were a business corporation with the exception of the dividend deduction allowed an investment trust under Section
27-7-17
. An investment trust shall be deemed a domestic corporation for purposes of the corporation franchise tax imposed by Sections
27-13-1
through
27-13-61
, Mississippi Code of 1972.
Codes, 1942, § 5570-13; Laws, 1962, ch. 238, § 13; Laws, 1985, ch. 411, § 2; Laws, 1987, ch. 356, § 2, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-27 - Effect of chapter on prior rights, duties, penalties and proceedings

This chapter shall not affect rights and duties that matured, penalties that were incurred, and proceedings that were begun before May 15, 1962.
Codes, 1942, § 5570-14; Laws, 1962, ch. 238, § 14, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › GENERAL PROVISIONS (§§ 79-15-1 — 79-15-29) › Section 79-15-29 - Applicability of other laws; repeals

The provisions of the Investment Securities chapter and other appropriate provisions of the Mississippi Uniform Commercial Code, and the provisions of the Mississippi Blue Sky Laws, Sections
75-71-1
through
75-71-57
, Mississippi Code of 1972, and the regulations and rules adopted thereunder, and the provisions of the Fiduciary Transfer Law, Sections
91-11-1
through
91-11-21
, Mississippi Code of 1972, shall be applicable to investment trusts organized pursuant to this chapter. All other laws applicable to business corporations organized for profit shall be applicable to investment trusts organized pursuant to this chapter, to the extent that such laws are not inconsistent with the provisions and purposes of this chapter. All laws or parts of laws in conflict with the provisions of this chapter are hereby repealed to the extent of such conflict only.
Codes, 1942, § 5570-15; Laws, 1962, ch. 238, § 15, eff. 5/15/1962.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-101 - Certificate of authority; necessity of; what constitutes not transacting business

No foreign investment trust shall have the right to transact business in this state until it shall have procured a certificate of authority so to do from the secretary of state. No foreign investment trust shall be entitled to procure a certificate of authority under Sections
79-15-101
through
79-15-139
to transact in this state any business which an investment trust organized under the Mississippi Investment Trust Law is not permitted to transact. A foreign investment trust shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which such foreign investment trust is organized governing its organization and internal affairs differ from the laws of this state, and nothing contained in Sections
79-15-101
through
79-15-139
shall be construed to authorize this state to regulate the organization or the internal affairs of such foreign investment trust.
Without excluding other activities which may not constitute transacting business in this state, a foreign investment trust shall not be considered to be transacting business in this state, for the purposes of Sections
79-15-101
through
79-15-139
, by reason of carrying on in this state any one (1) or more of the following activities:
(a)
Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.
(b)
Maintaining bank accounts.
(c)
Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities.
(d)
Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts.
(e)
Transacting any business in interstate commerce.
(f)
Conducting an isolated transaction completed within a period of thirty (30) days and not in the course of a number of repeated transactions of like nature.
(g)
Investing in or acquiring, in transactions outside of Mississippi, royalties and other non-operating mineral interests, and the execution of division orders, contracts of sale and other instruments incidental to the ownership of such non-operating mineral interests.
Laws, 1978, ch. 463, § 2, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-103 - Rights and responsibilities similar to domestic trusts

A foreign investment trust which shall have received a certificate of authority under Sections
79-15-101
through
79-15-139
shall, until a certificate of revocation or of withdrawal shall have been issued as provided in Sections
79-15-123
through
79-15-129
, enjoy the same, but no greater, rights and privileges as a domestic investment trust organized for the purposes set forth in the application pursuant to which such certificate of authority is issued; and, except as in Sections
79-15-101
through
79-15-139
otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic investment trust of like character.
Laws, 1978, ch. 463, § 3, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-105 - Name of foreign investment trust

No certificate of authority shall be issued to a foreign investment trust unless the name of such foreign investment trust:
(a)
shall contain the words "investment trust", or such foreign investment trust shall, for use in this state, add at the end of its name the words "investment trust".
(b)
shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its declaration of trust.
(c)
shall not be the same as, or deceptively similar to, the name of any domestic investment trust existing under the laws of this state or any foreign investment trust authorized to transact business in this state.
Laws, 1978, ch. 463, § 4, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-107 - Prohibited change of name; penalties

Whenever a foreign investment trust which is authorized to transact business in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such foreign investment trust shall be suspended and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state.
Laws, 1978, ch. 463, § 5, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-109 - Certificate of authority; application

A foreign investment trust, in order to procure a certificate of authority to transact business in this state, shall make application therefor to the Secretary of State, which application shall set forth:
(a)
The name of the foreign investment trust and the state or country under the laws of which it is organized.
(b)
If the name of the foreign investment trust does not contain the words "investment trust," then the name containing the words "investment trust" which it elects to use in this state.
(c)
The date of declaration of trust and the period of duration of the trust.
(d)
The address of the principal office of the foreign investment trust in the state or country under the laws of which it is organized.
(e)
The information required by Section
79-35-5(a)
.
(f)
The purpose or purposes of the foreign investment trust which it proposes to pursue in the transaction of business in this state.
(g)
The names and respective addresses of the trustees of the foreign investment trust.
(h)
A statement of the aggregate number of shares of beneficial interest which the foreign investment trust has authority to issue and the unit value in dollars to be received by the trust for the issuance of each of such shares.
(i)
A statement of the aggregate number of issued shares of beneficial interest.
(j)
Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine whether such corporation is entitled to a certificate of authority to transact business in this state and to determine and assess the fees payable as in Section
79-15-135
prescribed.
Such application shall be made on forms prescribed and furnished by the Secretary of State and shall be executed in duplicate by at least three (3) of the trustees and verified.
Laws, 1978, ch. 463, § 6; Laws, 2012, ch. 382, § 100, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-111 - Certificate of authority; issuance

Duplicate originals of the application of the foreign investment trust for a certificate of authority shall be delivered to the secretary of state, together with a copy of its declaration of trust and all amendments thereto, duly authenticated by the proper officer where its declaration of trust and amendments thereto were recorded under the laws of the state or country where it is organized.
If the secretary of state finds that such application conforms to law, he shall, when all fees have been paid as in Section
79-15-135
prescribed:
(a)
endorse on each of such documents the word "FILED", and the month, day and year of the filing thereof.
(b)
file in his office one (1) of such duplicate originals of the application and the copy of the declaration of trust and amendments thereto.
(c)
issue a certificate of authority to transact business in this state to which he shall affix the other duplicate original application.
The certificate of authority, together with the duplicate original of the application affixed thereto by the secretary of state, shall be returned to the foreign investment trust or its representative.
Laws, 1978, ch. 463, § 7, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-113 - Certificate of authority; right to transact business upon issuance; right of state to revoke or suspend

Upon the issuance of a certificate of authority by the secretary of state, the foreign investment trust shall be authorized to transact business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in Section
79-15-129
.
Laws, 1978, ch. 463, § 8, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-115 - [Repealed]

Laws, 1978, ch. 463, § 9, eff. 7/1/1978.
Repealed by Laws, 2012, ch. 382, § 137, eff. 1/1/2013.
Laws, 1978, ch. 463, § 9, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-117 - [Repealed]

Laws, 1978, ch. 463, § 10, eff. 7/1/1978.
Repealed by Laws, 2012, ch. 382, § 138, eff. 1/1/2013.
Laws, 1978, ch. 463, § 10, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-119 - [Repealed]

Laws, 1978, ch. 463, § 11, eff. 7/1/1978.
Repealed by Laws, 2012, ch. 382, § 139, eff. 1/1/2013.
Laws, 1978, ch. 463, § 11, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-121 - Declaration of trust; filing of amendment

Whenever the declaration of trust of a foreign investment trust authorized to transact business in this state is amended, such foreign investment trust shall, within sixty (60) days after such amendment becomes effective, file in the office of the secretary of state a copy of such amendment duly authenticated by the proper officer where its declaration of trust and amendments thereto were recorded under the laws of the state or country where it is organized. The filing thereof shall not of itself enlarge or alter the purpose or purposes which such foreign investment trust is authorized to pursue in the transaction of business in this state, nor authorize such foreign investment trust to transact business in this state under any other name than the name set forth in its certificate of authority.
Laws, 1978, ch. 463, § 12, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-123 - Certificate of authority; amendments

A foreign investment trust authorized to transact business in this state shall procure an amended certificate of authority in the event it changes its name, or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority, by making application therefor to the secretary of state.
The requirements in respect to the form and contents of such application, the manner of its execution, the filing of duplicate originals thereof with the secretary of state, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.
Laws, 1978, ch. 463, § 13, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-125 - Certificate of withdrawal; application and filing

A foreign investment trust authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign investment trust shall deliver to the secretary of state an application for withdrawal, which shall set forth:
(a)
The name of the foreign investment trust and the state or country under the laws of which it is organized.
(b)
That the foreign investment trust is not transacting business in this state.
(c)
That the foreign investment trust surrenders its authority to transact business in this state.
(d)
That the foreign investment trust revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the foreign investment trust was authorized to transact business in this state may thereafter be made on such foreign investment trust by service thereof on the secretary of state.
(e)
A post-office address to which the secretary of state may mail a copy of any process against the foreign investment trust that may be served on him.
(f)
Such additional information as may be necessary or appropriate in order to enable the secretary of state to determine and assess any unpaid fees payable by such foreign investment trust as in Sections
79-15-101
through
79-15-139
prescribed, and a certificate of the state tax commission that the foreign investment trust owes no sales taxes.
The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the trust by at least three (3) of its trustees and verified by them, or if the foreign investment trust is in the hands of a receiver or trustee, shall be executed on behalf of the foreign investment trust by such receiver or trustee and verified by him.
Laws, 1978, ch. 463, § 14, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-127 - Certificate of withdrawal; issuance

Duplicate originals of such application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions of Section
79-15-125
, he shall, when all fees and sales taxes have been paid as by law prescribed:
(a)
Endorse on each of such duplicate originals the word "Filed," and the month, day and year of the filing thereof.
(b)
File one (1) of such duplicate originals in his office.
(c)
Issue a certificate of withdrawal to which he shall affix the other duplicate original.
The certificate of withdrawal, together with the duplicate original of the application for withdrawal affixed thereto by the secretary of state, shall be returned to the foreign investment trust or its representative. Upon the issuance of such certificate of withdrawal, the authority of the foreign investment trust to transact business in this state shall cease.
Laws, 1978, ch. 463, § 15, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-129 - Certificate of authority; revocation; causes

The certificate of authority of a foreign investment trust to transact business in this state may be revoked by the Secretary of State upon the conditions prescribed in this section when:
(a)
The foreign investment trust has failed to pay any fees prescribed by Sections
79-15-101
through
79-15-139
when they have become due and payable;
(b)
The foreign investment trust has failed to appoint and maintain a registered agent in this state as required by Section
79-15-115
;
(c)
The foreign investment trust has failed, after change of its registered agent, to file in the Office of the Secretary of State a statement of such change as required by Section
79-35-8
;
(d)
The foreign investment trust has failed to file in the Office of the Secretary of State any amendment to its declaration of trust within the time prescribed by Section
79-15-121
; or
(e)
A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by such foreign investment trust pursuant to Sections
79-15-101
through
79-15-139
.
No certificate of authority of a foreign investment trust shall be revoked by the Secretary of State unless (1) he shall have given the foreign investment trust not less than sixty (60) days' notice thereof by mail as provided by Section
79-35-13
, and (2) the foreign investment trust shall fail prior to revocation to pay such fees, or file the required statement of change of registered agent, or file such articles of amendment or correct such misrepresentation.
Laws, 1978, ch. 463, § 16; Laws, 2012, ch. 382, § 101, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-131 - Certificate of authority; revocation; procedure

Upon revoking any such certificate of authority, the Secretary of State shall:
(a)
Issue a certificate of revocation in duplicate.
(b)
File one (1) of such certificates in his office.
(c)
Mail to such foreign investment trust as provided in Section
79-35-13
a notice of such revocation accompanied by one (1) of such certificates.
Upon issuance of such certificate of revocation, the authority of the foreign investment trust to transact business in this state shall cease.
Laws, 1978, ch. 463, § 17; Laws, 2012, ch. 382, § 102, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-133 - Certificate of authority; failure to obtain; ability to sue and be sued

No foreign investment trust transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state. Nor shall any action, suit or proceeding be maintained in any court of this state by any successor or assignee of such foreign investment trust on any right, claim or demand arising out of the transaction of business by such foreign investment trust in this state.
The failure of a foreign investment trust to obtain a certificate of authority to transact business in this state shall not impair the validity of any contract or act of such foreign investment trust, and shall not prevent such foreign investment trust from defending any action, suit or proceeding in any court of this state.
A foreign investment trust which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by Section
79-15-135
upon such foreign investment trust had it duly applied for and received a certificate of authority to transact business in this state as required by Sections
79-15-101
et seq. and thereafter filed all reports required by said sections, plus all penalties imposed by said sections for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due this state under the provisions of this section.
Laws, 1978, ch. 463, § 18, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-135 - Fees

The Secretary of State shall charge and collect from foreign investment trust for:
(a)
The fees required by Section
79-35-3
.
(b)
Filing an application of a foreign investment trust for a certificate of authority to transact business in this state and issuing a certificate of authority, One Hundred Dollars ($100.00).
(c)
Filing an application of a foreign investment trust for an amended certificate of authority to transact business in this state and issuing an amended certificate of authority, Twenty Dollars ($20.00).
(d)
Filing a copy of an amendment to the articles of incorporation of a foreign investment trust holding a certificate of authority to transact business in this state, Twenty Dollars ($20.00).
(e)
Filing an application for withdrawal of a foreign investment trust and issuing a certificate of withdrawal, Five Dollars ($5.00).
(f)
Filing any other statement or report of a foreign investment trust, Five Dollars ($5.00).
(g)
For furnishing a certified copy of any document, instrument, or paper relating to a foreign investment trust, Sixty Cents (60¢) per page and Two Dollars ($2.00) for the certificate and affixing the seal thereto, with a minimum charge of Three Dollars ($3.00).
(h)
At the time of any service of process on him as resident agent of a foreign investment trust, Five Dollars ($5.00), which amount may be recovered as taxable cost by the party to the suit or action causing such service to be made if such party prevails in the suit or action.
Laws, 1978, ch. 463, §§ 19, 20; Laws, 2012, ch. 382, § 103, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-137 - Disbursement of collected funds

All fees and charges to be collected by the secretary of state under the provisions of Sections
79-15-101
through
79-15-139
including the assessment and collection thereof of all penalties shall be paid into the general funds of the state treasury, less ten percent (10%) as received thereof to be retained and used by the secretary of state as necessary expense to administer the provisions of said sections as the secretary of state deems necessary.
Laws, 1978, ch. 463, § 21, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 15 - INVESTMENT TRUSTS (§§ 79-15-1 — 79-15-139) › FOREIGN INVESTMENT TRUSTS (§§ 79-15-101 — 79-15-139) › Section 79-15-139 - Law applicable to foreign investment trusts previously transacting business in state

Foreign investment trusts which are transacting business in this state at the time Sections
79-15-101
through
79-15-139
take effect, for a purpose or purposes for which a foreign investment trust might secure such authority under Sections
79-15-101
through
79-15-139
, shall, subject to the limitations set forth in their respective certificates of authority, charters or articles of incorporation, be entitled to all the rights and privileges applicable to foreign investment trusts procuring certificates of authority to transact business in this state under Sections
79-15-101
through
79-15-139
, and from the time said sections take effect such foreign investment trust shall be subject to all the limitations, restrictions, liabilities and duties prescribed herein for foreign investment trusts procuring certificates of authority to transact business in this state under Sections
79-15-101
through
79-15-139
.
Within one (1) year from July 1, 1978, said foreign investment trust transacting business within this state at the time said sections take effect shall secure a certificate of authority or be subject to the penalties, restrictions and limitations otherwise herein provided.
Laws, 1978, ch. 463, § 22, eff. 7/1/1978.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-1 - Short title

This chapter shall be known and may be cited as the "Mississippi Registration of Foreign Business Trusts Act."
Laws, 1998, ch. 428, § 1, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-3 - Reservation of power to amend or repeal

The Mississippi Legislature has the power to amend or repeal all or part of this chapter at any time and all foreign business trusts subject to this chapter are governed by the amendment or repeal.
Laws, 1998, ch. 428, § 2, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-5 - Certificate of authority; necessity of; what constitutes not transacting business

(1)
No foreign business trust shall have the right to transact business in this state until it shall have procured a certificate of authority from the Secretary of State. No foreign business trust shall be entitled to procure a certificate of authority under this chapter to transact in this state any business which a foreign business trust is not permitted to transact in the state or country in which it was created.
(2)
The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a)
Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(b)
Maintaining bank accounts;
(c)
Maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(d)
Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where such orders require acceptance without this state before becoming binding contracts;
(e)
Transacting any business in interstate commerce;
(f)
Holding meetings of the board of trustees or holders of beneficial interest or carrying on other activities concerning internal affairs;
(g)
Selling through independent contractors;
(h)
Creating or procuring indebtedness, mortgages and security interests in real and personal property;
(i)
Conducting an isolated transaction that is completed within a period of thirty (30) days and not in the course of a number of repeated transactions of a like nature.
(j)
Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; or
(k)
Owning without more, real or personal property.
(3)
The list of activities in subsection (2) is not exhaustive.
Laws, 1998, ch. 428, § 3, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-7 - Name of foreign business trust

(1)
The name of each foreign business trust as set forth in its certificate of trust must be such as to distinguish it upon the records of the Office of the Secretary of State from the name of any corporation, limited partnership, limited liability company, investment trust or limited liability partnership reserved, registered, formed or organized under the laws of the State of Mississippi or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign limited liability company, foreign investment trust or foreign limited liability partnership in the State of Mississippi; provided, however, that a foreign business trust may register under any name which is not such as to distinguish it upon the records of the Office of the Secretary of State from the name of any domestic or foreign corporation, limited partnership, limited liability company, investment trust or limited liability partnership reserved, registered, formed or organized under the laws of the State of Mississippi with the written consent of the other corporation, limited partnership, limited liability company, investment trust or limited liability partnership which written consent shall be filed with the Secretary of State.
(2)
The name of each foreign business trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.
(3)
The name of each foreign business trust as set forth in its certificate of trust may contain the following words: "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," "limited," or "trust" or abbreviations of like import.
(4)
The exclusive right to the use of a name may be reserved by a foreign business trust in accordance with the Mississippi Business Corporation Act.
Laws, 1998, ch. 428, § 4, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-9 - Prohibited change of name; penalties

Whenever a foreign business trust which is authorized to transact business in this state shall change its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of such foreign business trust shall be suspended and it shall not thereafter transact any business in this state until it has changed its name to a name which is available to it under the laws of this state and obtains a certificate of correction or amendment.
Laws, 1998, ch. 428, § 5, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-11 - Application for certificate of authority

(1)
A foreign business trust, in order to procure a certificate of authority to transact business in this state, shall make application therefor to the Secretary of State, which application shall set forth:
(a)
The name of the foreign business trust and the state or country under the laws of which it is organized;
(b)
The date of declaration of trust and the period of duration of the trust;
(c)
The address of the principal office of the foreign business trust in the state or country under the laws of which it is organized;
(d)
The information required by Section
79-35-5(a)
;
(e)
The purpose or purposes of the foreign business trust which it proposes to pursue in the transaction of business in this state;
(f)
The names and respective addresses of the trustees of the foreign business trust; and
(g)
A statement of the aggregate number of shares of beneficial interest which the foreign business trust has authority to issue and the unit value in dollars to be received by the trust for the issuance of each of such shares.
(2)
Such application shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by at least one (1) of the trustees.
(3)
A business trust 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 trust records in the state or country under whose law it is created.
Laws, 1998, ch. 428, § 6; Laws, 2012, ch. 382, § 104, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-13 - Issuance of certificate of authority

If the Secretary of State finds that the application for certificate of authority meets the requirements of this chapter and requisite fees as provided in Section
79-16-33
, Mississippi Code of 1972, have been paid, he shall:
(a)
Endorse on the original the word "filed" and the month, day and year of the filing thereof;
(b)
File in his office the original of the application; and
(c)
Issue a certificate of authority to transact business in this state to which he shall affix a copy of the application.
The certificate of authority, together with a copy of the application affixed thereto by the Secretary of State, shall be returned to the business trust or its representative.
Laws, 1998, ch. 428, § 7, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-15 - Changes and amendments

If any statement in the application for certificate of authority of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign business trust shall promptly file in the Office of the Secretary of State a certificate, signed by a trustee, correcting such statement, together with a fee as set forth in Section
79-16-33
, Mississippi Code of 1972.
Laws, 1998, ch. 428, § 8, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-17 - [Repealed]

Laws, 1998, ch. 428, § 9, eff. 7/1/1998.
Repealed by Laws, 2012, ch. 382, § 140, eff. 1/1/2013.
Laws, 1998, ch. 428, § 9, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-19 - [Repealed]

Laws, 1998, ch. 428, § 10, eff. 7/1/1998.
Repealed by Laws, 2012, ch. 382, § 141, eff. 1/1/2013.
Laws, 1998, ch. 428, § 10, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-21 - [Repealed]

Laws, 1998, ch. 428, § 11, eff. 7/1/1998.
Repealed by Laws, 2012, ch. 382, § 142, eff. 1/1/2013.
Laws, 1998, ch. 428, § 11, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-23 - Certificate of withdrawal; application and filing

(1)
A foreign business trust authorized to transact business in this state may withdraw from this state upon procuring from the Secretary of State a certificate of withdrawal. In order to procure such certificate of withdrawal, such foreign business trust shall deliver to the Secretary of State an application for withdrawal, which shall set forth:
(a)
The name of the foreign business and the state or country under the laws of which it is organized;
(b)
That the foreign business trust is not transacting business in this state;
(c)
That the foreign business trust surrenders its authority to transact business in this state;
(d)
That the foreign business trust revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit or proceeding based on a cause of action arising in this state during the time the foreign business trust was authorized to transact business in this state may thereafter be made on such foreign business trust by service thereof on the Secretary of State;
(e)
A post office address to which the Secretary of State may mail a copy of any process against the foreign business trust that may be served on him;
(f)
A commitment to notify the Secretary of State in the future of any change in its mailing address; and
(g)
Such additional information as may be necessary or appropriate in order to enable the Secretary of State to determine and assess any unpaid fees payable by such foreign business trust, and a certificate of the State Tax Commission that the foreign business trust owes no taxes.
(2)
The application for withdrawal shall be made on forms prescribed and furnished by the Secretary of State and shall be executed by the trust by at least one (1) of its trustees, or if the foreign business trust is in the hands of a receiver or trustee, shall be executed on behalf of the foreign business trust by such receiver or trustee.
Laws, 1998, ch. 428, § 12, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-25 - Certificate of withdrawal; issuance

(1)
Application for withdrawal shall be delivered to the Secretary of State. If the Secretary of State finds that such application meets the requirements of this chapter, when all fees and taxes have been paid as by law prescribed, he shall:
(a)
Endorse on such application the word "filed," and the month, day and year of the filing thereof;
(b)
File the application in his office; and
(c)
Issue a certificate of withdrawal.
(2)
The certificate of withdrawal, together with a copy of the application for withdrawal affixed thereto by the Secretary of State, shall be returned to the foreign business trust or its representative. Upon the issuance of such certificate of withdrawal, the authority of the foreign business trust to transact business in this state shall cease.
Laws, 1998, ch. 428, § 13, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-27 - Certificate of authority; revocation; causes

(1)
The certificate of authority of a foreign business trust to transact business in this state may be revoked by the Secretary of State upon the condition prescribed in this section when:
(a)
The foreign business trust has failed to pay any fees prescribed by law when they become due and payable;
(b)
The foreign business trust has failed to appoint and maintain a registered agent in this state;
(c)
The foreign business trust has failed, after change of its registered office or registered agent, to file in the Office of Secretary of State an appropriate filing as required by the Mississippi Registered Agents Act, Chapter 35, Title 79, Mississippi Code of 1972; or
(d)
A misrepresentation has been made of any material matter in an application, report, affidavit or other document submitted by such foreign business trust pursuant to law.
(2)
No certificate of authority of a foreign business trust shall be revoked by the Secretary of State unless:
(a)
He shall have given the foreign business trust not less than sixty (60) days' notice thereof by mail addressed to its registered office in this state; and
(b)
The foreign business trust shall fail prior to revocation to pay such fees, any taxes owed or file the required appropriate filing as required by the Mississippi Registered Agents Act, Chapter 35, Title 39, Mississippi Code of 1972, to report a change of registered agent or address of registered agent, or file such amendment or correct such misrepresentation.
Laws, 1998, ch. 428, § 14; Laws, 2012, ch. 382, § 105, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-29 - Certificate of authority; revocation procedure

(1)
Upon revoking such certificate of authority, the Secretary of State shall:
(a)
Issue a certificate of revocation;
(b)
File one (1) of such certificates in his office; and
(c)
Mail to such foreign business trust to its registered agent as provided in Section
79-35-13
a notice of such revocation accompanied by one (1) of such certificates.
(2)
Upon issuance of such certificate of revocation, the authority of the foreign business trust to transact business in this state shall cease.
Laws, 1998, ch. 428, § 15; Laws, 2012, ch. 382, § 106, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-31 - Consequences of transacting business without authority

(1)
A foreign business trust transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2)
The successor to a foreign business trust 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 business trust or its successor obtains a certificate of authority.
(3)
A court may stay a proceeding commenced by a foreign business trust, its successor or assignee until it determines whether the foreign business trust or its successor requires a certificate of authority. If it so determines, the court may further stay a proceeding until the foreign business trust or its successor obtains a certificate.
(4)
A foreign business trust 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.
(5)
Notwithstanding subsections (1) and (2), the failure of a foreign business trust to obtain a certificate of authority does not impair the validity of its acts or prevent it from defending any proceeding in this state.
Laws, 1998, ch. 428, § 16, eff. 7/1/1998.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 16 - MISSISSIPPI REGISTRATION OF FOREIGN BUSINESS TRUSTS ACT (§§ 79-16-1 — 79-16-35) › Section 79-16-33 - Fees

The Secretary of State shall charge and collect from foreign business trust for:
(1)
Filings required by the Mississippi Registered Agents Act, the fees required by Section
79-35-3
;
(2)
Filing an application of a foreign business trust for a certificate of authority to transact business in this state and issuing a certificate of authority, Two Hundred Fifty Dollars ($250.00);
(3)
Filing a certificate of correction or amendment of a foreign business trust authorized to transact business in this state, Fifty Dollars ($50.00);
(4)
Filing an application for withdrawal of a foreign business trust and issuing a certificate of withdrawal, Twenty-five Dollars ($25.00);
(5)
Filing any other statement or report of a foreign business trust, Twenty-five Dollars ($25.00);
(6)
For furnishing a certified copy of any document, instrument or paper relating to a foreign business trust, One Dollar ($1.00) per page and Ten Dollars ($10.00) for the certificate and affixing the seal thereto; and
(7)
At the time of any service of process on him as resident agent of a foreign business trust, Twenty-five Dollars ($25.00), which amount may be recovered as taxable cost by the party to the suit or action causing such service to be made if such party prevails in the suit or action.
Laws, 1998, ch. 428, § 17; Laws, 2012, ch. 382, § 107, eff. 1/1/2013.