reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 4 - NAME (§§ 79-4-4.01 — 79-4-4.03) › Section 79-4-4.01 - Corporate name

(a)
A corporate name:
(1)
Must contain the word "corporation," "incorporated," "company" or "limited," or the abbreviation "corp.," "inc.," "co." or "ltd." or words or abbreviations of like import in another language; and
(2)
May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by Section
79-4-3.01
and its articles of incorporation.
(b)
Except as authorized by subsections (c) and (d), a corporate name must be distinguishable upon the records of the Secretary of State from:
(1)
The corporate name of a corporation incorporated or authorized to transact business in this state;
(2)
The fictitious name adopted by a foreign corporation or foreign limited liability company authorized to transact business in this state because its real name is unavailable;
(3)
The corporate name of a nonprofit corporation incorporated or authorized to transact business in this state;
(4)
The name of a limited partnership, limited liability partnership or limited liability company that is organized or registered under the laws of this state and which has not been dissolved; and
(5)
A name that is reserved or registered in the Office of the Secretary of State for any of the entities named in subsection (b) of this section which reservation or registration has not expired.
(c)
A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b). The Secretary of State shall authorize use of the name applied for if:
(1)
The other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the Secretary of State from the name of the applying corporation; or
(2)
The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d)
A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:
(1)
Has merged with the other corporation;
(2)
Has been formed by reorganization of the other corporation; or
(3)
Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e)
Section
79-4-1.01
et seq. does not control the use of fictitious names.
Laws, 1987, ch. 486, § 4.01; Laws, 2012, ch. 481, § 6, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 4 - NAME (§§ 79-4-4.01 — 79-4-4.03) › Section 79-4-4.02 - Reserved name

(a)
A person may reserve the exclusive use of a legal corporate name that complies with Section
79-4-4.01
, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. However, no person or corporation may reserve the name "In God We Trust" which name shall be reserved to the people of the State of Mississippi, as a symbol thereof. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a one-hundred-eighty-day period. The one-hundred-eighty-day period may be renewed once by the applicant by filing a renewal application within thirty (30) days before the expiration of the initial one-hundred-eighty-day period.
(b)
The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
(c)
The reservation of a specified name may be cancelled by delivering to the Secretary of State a notice of cancellation, specifying the name of the reservation to be cancelled and the name and address of the owner or transferee.
(d)
Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this section does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall prepare and return to the person who filed the instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.
(e)
A fee as set forth in Section
79-4-1.22
of this chapter shall be paid at the time of the reservation of any name and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
Laws, 1987, ch. 486, § 4.02; Laws, 2012, ch. 481, § 7, eff. 1/1/2013.
Amended by Laws, 2014, ch. 468, SB 2511, 1, eff. 7/1/2014.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 4 - NAME (§§ 79-4-4.01 — 79-4-4.03) › Section 79-4-4.03 - [Repealed]

Laws, 1987, ch. 486, § 4.03, eff. 1/1/1988.
Repealed by Laws, 2014, ch. 468, SB 2511, 9, eff. 7/1/2014.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 5 - OFFICE AND AGENT (§§ 79-4-5.01 — 79-4-5.04) › Section 79-4-5.01 - [Repealed]

Laws, 1987, ch. 486, § 5.01, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 123, eff. 1/1/2013.
Laws, 1987, ch. 486, § 5.01, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 5 - OFFICE AND AGENT (§§ 79-4-5.01 — 79-4-5.04) › Section 79-4-5.02 - [Repealed]

Laws, 1987, ch. 486, § 5.02, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 124, eff. 1/1/2013.
Laws, 1987, ch. 486, § 5.02, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 5 - OFFICE AND AGENT (§§ 79-4-5.01 — 79-4-5.04) › Section 79-4-5.03 - [Repealed]

Laws, 1987, ch. 486, § 5.03, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 125, eff. 1/1/2013.
Laws, 1987, ch. 486, § 5.03, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 5 - OFFICE AND AGENT (§§ 79-4-5.01 — 79-4-5.04) › Section 79-4-5.04 - [Repealed]

Laws, 1987, ch. 486, § 5.04, eff. 1/1/1988.
Repealed by Laws, 2012, ch. 382, § 126, eff. 1/1/2013.
Laws, 1987, ch. 486, § 5.04, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle A - SHARES (§§ 79-4-6.01 — 79-4-6.04) › Section 79-4-6.01 - Authorized shares

(a)
The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series.
(b)
The articles of incorporation must authorize:
(1)
One or more classes or series of shares that together have unlimited voting rights, and
(2)
One or more classes or series of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c)
The articles of incorporation may authorize one or more classes or series of shares that:
(1)
Have special, conditional or limited voting rights, or no right to vote, except to the extent otherwise provided by Section
79-4-1.01
et seq.;
(2)
Are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event; (ii) for cash, indebtedness, securities or other property; and (iii) at prices and in amounts specified or determined in accordance with a formula;
(3)
Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or
(4)
Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(d)
Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with Section
79-4-1.20(k)
.
(e)
Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
(f)
The description of the preferences, rights and limitations of classes or series of shares in subsection (c) is not exhaustive.
Laws, 1987, ch. 486, § 6.01; Laws, 1988, ch. 368, § 4; Laws, 2001, ch. 435, § 1; Laws, 2004, ch. 495, § 4, eff. 7/1/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle A - SHARES (§§ 79-4-6.01 — 79-4-6.04) › Section 79-4-6.02 - Terms of class or series determined by board of directors

(a)
If the articles of incorporation so provide, the board of directors is authorized without shareholder approval, to:
(1)
Classify any unissued shares into one or more classes or into one or more series within a class;
(2)
Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or
(3)
Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(b)
If the board of directors acts pursuant to subsection (a), it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under Section
79-4-6.01
of:
(1)
Any class of shares before the issuance of any shares of that class, or
(2)
Any series within a class before the issuance of any shares of that series.
(c)
Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment setting forth the terms determined under subsection (a).
Laws, 1987, ch. 486, § 6.02; Laws, 2001, ch. 435, § 2; Laws, 2004, ch. 495, § 5, eff. 7/1/2004.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle A - SHARES (§§ 79-4-6.01 — 79-4-6.04) › Section 79-4-6.03 - Issued and outstanding shares

(a)
A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled.
(b)
The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section
79-4-6.40
.
(c)
At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Laws, 1987, ch. 486, § 6.03, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle A - SHARES (§§ 79-4-6.01 — 79-4-6.04) › Section 79-4-6.04 - Fractional shares

(a)
A corporation may:
(1)
Issue fractions of a share or pay in money the value of fractions of a share;
(2)
Arrange for disposition of fractional shares by the shareholders;
(3)
Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section
79-4-6.25(b)
.
(c)
The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d)
The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1)
That the scrip will become void if not exchanged for full shares before a specified date; and
(2)
That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Laws, 1987, ch. 486, § 6.04, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.20 - Subscription for shares before incorporation

(a)
A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b)
The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c)
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d)
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends a written demand for payment to the subscriber.
(e)
A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section
79-4-6.21
.
Laws, 1987, ch. 486, § 6.20; Laws, 2012, ch. 481, § 8, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.21 - Issuance of shares

(a)
The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b)
The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(c)
Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.
(d)
When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e)
The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
Laws, 1987, ch. 486, § 6.21; Laws, 1988, ch. 368, § 5, eff. 4/18/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.22 - Liability of shareholders

(a)
A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section
79-4-6.21
) or specified in the subscription agreement (Section
79-4-6.20
).
(b)
A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
Laws, 1987, ch. 486, § 6.22, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.23 - Share dividends

(a)
Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(b)
Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c)
If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Laws, 1987, ch. 486, § 6.23, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.24 - Corporate issuance of rights, options and warrants; board may authorize officer or officers to designate recipients of rights, options and warrants

(a)
A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (i) the terms upon which the rights, options or warrants are issued, and (ii) the terms, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.
(b)
The terms and conditions of such rights, options or warrants, including those outstanding on April 20, 2005, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation, or by any transferee or transferees of any such person or persons, or that invalidate or void such rights, options or warrants held by any such person or persons or any such transferee or transferees.
(c)
The board of directors may authorize one or more officers to (1) designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares, and (2) determine, within an amount and subject to any other limitations established by the board and, if applicable, the stockholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients, provided that an officer may not use such authority to designate either himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants or other equity compensation awards.
Laws, 2005, ch; Laws, 2009, ch. 530, § 2, eff. 7/1/2009.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.25 - Form and content of certificate

(a)
Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b)
At a minimum each share certificate must state on its face:
(1)
The name of the issuing corporation and that it is organized under the law of this state;
(2)
The name of the person to whom issued; and
(3)
The number and class of shares and the designation of the series, if any, the certificate represents.
(c)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate or the corporation must furnish the shareholder this information on request in writing and without charge.
(d)
Each share certificate (1) must be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors, and (2) may bear the corporate seal or its facsimile.
(e)
If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Laws, 1987, ch. 486, § 6.25; Laws, 1990, ch. 384, § 55, eff. 7/1/1990.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.26 - Authorization to issue shares without certificates

(a)
Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b)
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by Section
79-4-6.25(b) and (c)
, and if applicable, Section
79-4-6.27
.
Laws, 1990 Ex Sess, ch. 47, § 1, eff. 7/1/1990.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.27 - Restriction on transfer of shares and other securities

(a)
The articles of incorporation, bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b)
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section
79-4-6.26(b)
. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
(c)
A restriction on the transfer or registration of transfer of shares is authorized:
(1)
To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(2)
To preserve exemptions under federal or state securities law;
(3)
For any other reasonable purpose.
(d)
A restriction on the transfer or registration of transfer of shares may:
(1)
Obligate the shareholder first to offer the corporation or other persons (separately, consecutively or simultaneously) an opportunity to acquire the restricted shares;
(2)
Obligate the corporation or other persons (separately, consecutively or simultaneously) to acquire the restricted shares;
(3)
Require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4)
Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Laws, 1987, ch. 486, § 6.27; Laws, 1990, ch. 384, § 56, eff. 7/1/1990.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle B - ISSUANCE OF SHARES (§§ 79-4-6.20 — 79-4-6.28) › Section 79-4-6.28 - Expenses of issue

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Laws, 1987, ch. 486, § 6.28 eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle C - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 79-4-6.30 — 79-4-6.31) › Section 79-4-6.30 - Shareholders' preemptive rights

(a)
The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
(b)
A statement included in the articles of incorporation that "the corporation elects to have preemptive rights" (or words of similar import) means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(1)
The shareholders of the corporation have a preemptive right granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.
(2)
A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3)
There is no preemptive right with respect to:
(i)
Shares issued as compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(ii)
Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents or employees of the corporation, its subsidiaries or affiliates;
(iii)
Shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation;
(iv)
Shares sold otherwise than for money.
(4)
Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(5)
Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(6)
Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.
(c)
For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
Laws, 1987, ch. 486, § 6.30, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 6 - SHARES AND DISTRIBUTIONS (§§ 79-4-6.01 — 79-4-6.40) › Subarticle C - SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION (§§ 79-4-6.30 — 79-4-6.31) › Section 79-4-6.31 - Corporation's acquisition of its own shares

(a)
A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.
(b)
If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
Laws, 1987, ch. 486, § 6.31; Laws, 2000, ch. 469, § 2, eff. 7/1/2000.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.01 - Annual meeting

(a)
Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section
79-4-7.04
, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws; provided, however, that if a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to Section
79-4-7.28
, directors may not be elected by less than unanimous written consent.
(b)
Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, unless prohibited by the corporation's bylaws, the corporation may elect to hold such meeting by electronic transmission or other means of remote communication, or a combination thereof. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office by electronic transmission or other means of remote communication, or by a combination thereof.
(c)
The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(d)
For purposes of this section and the other sections of this Article 7 of the Mississippi Business Corporation Act, "remote communication" means communication via electronic communication, conference telephone, videoconference, the internet, or such other means by which persons not physically present in the same location may communicate with each other on a substantially concurrent basis.
Laws, 1987, ch. 486, § 7.01; Laws, 2007, ch. 361, § 4, eff. 7/1/2007.
Amended by Laws, 2021, ch. 369, SB 2626,§ 1, eff. 3/17/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.02 - Special meeting

(a)
A corporation shall hold a special meeting of shareholders:
(1)
On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2)
Unless the articles of incorporation provide otherwise, if shareholders having at least ten percent (10%) of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(b)
If not otherwise fixed under Section
79-4-7.03
or
79-4-7.07
, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c)
Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws or, unless prohibited by the corporation's bylaws, the corporation may elect to hold such meeting by electronic transmission or other means of remote communication, or a combination thereof. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office by electronic transmission or other means of remote communication, or a combination thereof.
(d)
Only business within the purpose or purposes described in the meeting notice required by Section
79-4-7.05(c)
may be conducted at a special shareholders' meeting.
Laws, 1987, ch. 486, § 7.02; Laws, 1997, ch. 418, § 49, eff. 7/1/1997.
Amended by Laws, 2021, ch. 369, SB 2626,§ 2, eff. 3/17/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.03 - Court-ordered meeting

(a)
The chancery court of the county where a corporation's principal office is located, or the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may summarily order a meeting to be held:
(1)
On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting or written consent in lieu thereof; or
(2)
On application of a shareholder who signed a demand for a special meeting valid under Section
79-4-7.02
if:
(i)
Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or
(ii)
The special meeting was not held in accordance with the notice.
(b)
The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
Laws, 1987, ch. 486, § 7.03; Laws, 2007, ch. 361, § 5; Laws, 2012, ch. 382, § 26, eff. 1/1/2013.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.05 - Notice of meeting

(a)
A corporation shall notify shareholders of the date, time and place of, and, if applicable, the method to access by remote communication, each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section
79-4-7.09
for any class or series of shareholders, the notice of such class or series of shareholders shall describe the means of remote communication to be used. Unless Section
79-4-1.01
et seq. or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b)
Unless Section
79-4-1.01
et seq. or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c)
Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
(d)
If not otherwise fixed under Section
79-4-7.03
or
79-4-7.07
, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e)
Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time or place, or, if applicable, method to access by remote communication, notice need not be given of the new date, time, place or method of remote communication if the new date, time, place or method of remote communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section
79-4-7.07
, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
Laws, 1987, ch. 486, § 7.05; Laws, 1988, ch. 369, § 3; Laws, 2012, ch. 481, § 10, eff. 1/1/2013.
Amended by Laws, 2021, ch. 369, SB 2626,§ 3, eff. 3/17/2021.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.06 - Waiver of notice

(a)
A shareholder may waive any notice required by Sections
79-4-1.01
et seq., the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b)
A shareholder's attendance at a meeting:
(1)
Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
(2)
Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
Laws, 1987, ch. 486, § 7.06, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.07 - Record date

(a)
The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b)
A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
(c)
A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred-twenty (120) days after the date fixed for the original meeting.
(d)
If a court orders a meeting adjourned to a date more than one hundred-twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
Laws, 1987, ch. 486, § 7.07, eff. 1/1/1988.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.08 - Appointment of chair to preside over meetings; duties of chair

(a)
At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws, or, in the absence of such provision, by the board.
(b)
The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c)
Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d)
The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
Laws, 1997, ch. 418, § 50, eff. 7/1/1997.
Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 7 - SHAREHOLDERS (§§ 79-4-7.01 — 79-4-7.48) › Subarticle A - MEETINGS (§§ 79-4-7.01 — 79-4-7.09) › Section 79-4-7.09 - Promote participation in annual and special meetings

(a)
Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b) of this section.
(b)
Shareholders participating in a shareholders' meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures:
(1)
To verify that each person participating remotely is a shareholder; and
(2)
To provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceeding.
Laws, 2012, ch. 481, § 11, eff. 1/1/2013.