Mississippi Code
Title 79 - Corporations, Associations, and Partnerships

§ 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 corporation may issue rights, options or warrants for the...

§ 79-4-6.25. Form and content of certificate - Shares may but need not be represented by certificates. Unless...

§ 79-4-6.26. Authorization to issue shares without certificates - Unless the articles of incorporation or bylaws provide otherwise, the...

§ 79-4-6.27. Restriction on transfer of shares and other securities - The articles of incorporation, bylaws, an agreement among shareholders or...

§ 79-4-6.28. Expenses of issue - A corporation may pay the expenses of selling or underwriting...

Subsequent Acquisition of Shares by Shareholders and Corporation

§ 79-4-6.30. Shareholders' preemptive rights - The shareholders of a corporation do not have a preemptive...

§ 79-4-6.31. Corporation's acquisition of its own shares - A corporation may acquire its own shares, and shares so...

Distributions

§ 79-4-6.40. Distributions to shareholders - A board of directors may authorize and the corporation may...

Article 7 - Shareholders

Meetings

§ 79-4-7.01. Annual meeting - Unless directors are elected by written consent in lieu of...

§ 79-4-7.02. Special meeting - A corporation shall hold a special meeting of shareholders: If...

§ 79-4-7.03. Court-ordered meeting - The chancery court of the county where a corporation's principal...

§ 79-4-7.04. Action without meeting - Action required or permitted by Section 79-4-1.01 et seq. to...

§ 79-4-7.05. Notice of meeting - A corporation shall notify shareholders of the date, time and...

§ 79-4-7.06. Waiver of notice - A shareholder may waive any notice required by Sections 79-4-1.01...

§ 79-4-7.07. Record date - The bylaws may fix or provide the manner of fixing...

§ 79-4-7.08. Appointment of chair to preside over meetings; duties of chair - At each meeting of shareholders, a chair shall preside. The...

§ 79-4-7.09. Promote participation in annual and special meetings - Shareholders of any class or series may participate in any...

Voting

§ 79-4-7.20. Shareholders' list for meeting - After fixing a record date for a meeting, a corporation...

§ 79-4-7.21. Voting entitlement of shares - Except as provided in subsections (b) and (c) or unless...

§ 79-4-7.22. Proxies - A shareholder may vote his shares in person or by...

§ 79-4-7.23. Shares held by nominees - A corporation may establish a procedure by which the beneficial...

§ 79-4-7.24. Corporation's acceptance of votes - If the name signed on a vote, consent, waiver or...

§ 79-4-7.25. Quorum and voting requirements for voting groups - Shares entitled to vote as a separate voting group may...

§ 79-4-7.26. Action by single and multiple voting groups - If the articles of incorporation or Sections 79-4-1.01 et seq....

§ 79-4-7.27. Greater quorum or voting requirements - The articles of incorporation may provide for a greater quorum...

§ 79-4-7.28. Voting for directors; cumulative voting - Unless otherwise provided in the articles of incorporation, directors are...

§ 79-4-7.29. Appointment of election inspectors; duties of inspectors - A corporation having any shares listed on a national securities...

Voting Trusts and Agreements

§ 79-4-7.30. Voting trusts - One or more shareholders may create a voting trust, conferring...

§ 79-4-7.31. Voting agreements - Two (2) or more shareholders may provide for the manner...

§ 79-4-7.32. Certain agreements among shareholders, otherwise inconsistent with chapter, permitted; conditions - An agreement among the shareholders of a corporation that complies...

Derivative Procedures

§ 79-4-7.40. Meaning of "derivative proceeding", "shareholder" in subarticle - In Sections 79-4-7.41 through 79-4-7.47:

§ 79-4-7.41. Who may commence or maintain derivative proceeding - A shareholder may not commence or maintain a derivative proceeding...

§ 79-4-7.42. Prerequisites to commencing derivative proceeding - No shareholder may commence a derivative proceeding until:

§ 79-4-7.43. Stay of proceeding when corporation inquires into allegations - If the corporation commences an inquiry into the allegations made...

§ 79-4-7.44. Determination by independent directors or independent persons whether maintenance of proceeding is in best interests of corporation - A derivative proceeding shall be dismissed by the court on...

§ 79-4-7.45. Court approval for settlement or discontinuance - A derivative proceeding may not be discontinued or settled without...

§ 79-4-7.46. Expenses and attorney fees - On termination of the derivative proceeding the court may:

§ 79-4-7.47. Law applicable in derivative proceedings involving foreign corporations - In any derivative proceeding in the right of a foreign...

§ 79-4-7.48. Shareholder action to appoint custodian or receiver - The chancery court of the county where a corporation's principal...

Article 8 - Directors and Officers

Board of Directors

§ 79-4-8.01. Requirement for Board of Directors; exception; duties of Board - Except as provided in Section 79-4-7.32, each corporation must have...

§ 79-4-8.02. Qualifications of directors - The articles of incorporation or bylaws may prescribe qualifications for...

§ 79-4-8.03. Number and election of directors - A board of directors must consist of one or more...

§ 79-4-8.04. Election of directors by authorized classes of shares - If the articles of incorporation authorize dividing the shares into...

§ 79-4-8.05. Terms of directors generally - The terms of the initial directors of a corporation expire...

§ 79-4-8.06. Staggered terms for directors - The articles of incorporation may provide for staggering the terms...

§ 79-4-8.07. Resignation of directors - A director may resign at any time by delivering written...

§ 79-4-8.08. Removal of directors by shareholders - The shareholders may remove one or more directors with or...

§ 79-4-8.09. Removal of directors by judicial proceeding - The chancery court of the county where a corporation's principal...

§ 79-4-8.10. Vacancy on board - Unless the articles of incorporation provide otherwise, if a vacancy...

§ 79-4-8.11. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

Meetings and Action of the Board

§ 79-4-8.20. Meetings - The board of directors may hold regular or special meetings...

§ 79-4-8.21. Action without meeting - Action required or permitted by Section 79-4-1.01 et seq. to...

§ 79-4-8.22. Notice of meeting - Unless the articles of incorporation or bylaws provide otherwise, regular...

§ 79-4-8.23. Waiver of notice - A director may waive any notice required by Sections 79-4-1.01...

§ 79-4-8.24. Quorum and voting - Unless the articles of incorporation or bylaws require a greater...

§ 79-4-8.25. Committees - Unless this chapter, the articles of incorporation or the bylaws...

§ 79-4-8.26. Submission of matters for shareholder vote - A corporation may agree to submit a matter to a...

Standards of Conduct

§ 79-4-8.30. General standards for directors - Each member of the board of directors, when discharging the...

§ 79-4-8.31. Standards of liability for directors - A director shall not be liable to the corporation or...

§ 79-4-8.33. Liability for unlawful distributions - A director who votes for or assents to a distribution...

Officers

§ 79-4-8.40. Required offices - A corporation has the offices described in its bylaws or...

§ 79-4-8.41. Duties of officers - Each officer has the authority and shall perform the duties...

§ 79-4-8.42. Standards of conduct for officers - An officer, when performing in such capacity, shall act: In...

§ 79-4-8.43. Resignation and removal of officers - An officer may resign at any time by delivering notice...

§ 79-4-8.44. Contract rights of officers - The appointment of an officer does not itself create contract...

Indemnification

§ 79-4-8.50. Subarticle definitions - In this subarticle:

§ 79-4-8.51. Authority to indemnify - Except as otherwise provided in subsection (d) of this section,...

§ 79-4-8.52. Mandatory indemnification - A corporation shall indemnify a director who was wholly successful,...

§ 79-4-8.53. Advance for expenses - A corporation may, before final disposition of a proceeding, advance...

§ 79-4-8.54. Court-ordered indemnification - A director who is a party to a proceeding because...

§ 79-4-8.55. Determination and authorization of indemnification - A corporation may not indemnify a director under Section 79-4-8.51...

§ 79-4-8.56. Indemnification of officers - A corporation may indemnify and advance expenses under this subarticle...

§ 79-4-8.57. Insurance - A corporation may purchase and maintain insurance on behalf of...

§ 79-4-8.58. Application of subarticle - A corporation may, by a provision in its articles of...

§ 79-4-8.59. Subarticle to be controlling - A corporation may provide indemnification or advance expenses to a...

Director's Conflicts of Interest

§ 79-4-8.60. Definitions - In Sections 79-4-8.60 through 79-4-8.63 and Section 79-4-8.70: To which,...

§ 79-4-8.61. When director's actions not sanctionable - A transaction effected or proposed to be effected by the...

§ 79-4-8.62. Effectiveness of directors' action; disclosure - Directors' action respecting a director's conflicting interest transaction is effective...

§ 79-4-8.63. Shareholder approval of director's conflicting interest transaction - Shareholders' action respecting a director's conflicting interest transaction is effective...

§ 79-4-8.70. Business opportunities - A director's taking advantage, directly or indirectly, of a business...

Article 10 - Amendment of Articles of Incorporation and Bylaws

Amendment of Articles of Incorporation

§ 79-4-10.01. Authority to amend - A corporation may amend its articles of incorporation at any...

§ 79-4-10.02. Amendment before issuance of shares - If a corporation has not yet issued shares, its board...

§ 79-4-10.03. Amendment by board of directors and shareholders - If a corporation has issued shares, an amendment to the...

§ 79-4-10.04. Voting on amendments by voting groups - If a corporation has more than one (1) class of...

§ 79-4-10.05. Amendment by board of directors - Unless the articles of incorporation provide otherwise, a corporation's board...

§ 79-4-10.06. Articles of amendment - After an amendment to the articles of incorporation has been...

§ 79-4-10.07. Restated articles of incorporation - A corporation's board of directors may restate its articles of...

§ 79-4-10.08. Amendment pursuant to reorganization - A corporation's articles of incorporation may be amended without action...

§ 79-4-10.09. Effect of amendment - An amendment to the articles of incorporation does not affect...

Amendment of Bylaws

§ 79-4-10.20. Amendment by board of directors or shareholders - A corporation's shareholders may amend or repeal the corporation's bylaws....

§ 79-4-10.21. Bylaw increasing quorum or voting requirement for directors - A bylaw that increases a quorum or voting requirement for...

Article 11 - Merger and Share Exchange

§ 79-4-11.01. Definitions - As used in this chapter: "Merger" means a business combination...

§ 79-4-11.02. Merger - One or more domestic corporations may merge with a domestic...

§ 79-4-11.03. Share exchange - Through a share exchange: A foreign corporation, or a domestic...

§ 79-4-11.04. Action on a plan of merger or share exchange - In the case of a domestic corporation that is a...

§ 79-4-11.05. Merger between parent and subsidiary or between subsidiaries - A domestic parent corporation that owns shares of a domestic...

§ 79-4-11.06. Articles of merger or share exchange - After a plan of merger or share exchange has been...

§ 79-4-11.07. Effect of merger or share exchange - When a merger becomes effective: When a share exchange becomes...

§ 79-4-11.08. Abandonment of merger or share exchange - Unless otherwise provided in a plan of merger or share...

Article 12 - Sale of Assets

§ 79-4-12.01. Disposition of assets not requiring shareholder approval - No approval of the shareholders of a corporation is required,...

§ 79-4-12.02. Disposition of assets requiring shareholder approval - A sale, lease, exchange, or other disposition of assets, other...

Article 13 - Appraisal Rights

Right to Appraisal and Payment for Shares

§ 79-4-13.01. Definitions - In this article: (5.1) "Interested transaction" means a corporate action...

§ 79-4-13.02. Right to appraisal - A shareholder is entitled to appraisal rights, and to obtain...

§ 79-4-13.03. Assertion of appraisal rights by nominees and beneficial owners - A record shareholder may assert appraisal rights as to fewer...

Procedure for Exercise of Appraisal Rights

§ 79-4-13.20. Notice of appraisal rights - Where any corporate action specified in Section 79-4-13.02(a) is to...

§ 79-4-13.21. Notice of intent to demand payment and consequences of voting or consenting - If a corporate action specified in Section 79-4-13.02(a) is submitted...

§ 79-4-13.22. Appraisal notice and form - If proposed corporate action requiring appraisal rights under Section 79-4-13.02(a)...

§ 79-4-13.23. Perfection of rights; right to withdraw - A shareholder who receives notice pursuant to Section 79-4-13.22 and...

§ 79-4-13.24. Payment - Except as provided in Section 79-4-13.25, within thirty (30) days...

§ 79-4-13.25. After-acquired shares - A corporation may elect to withhold payment required by Section...

§ 79-4-13.26. Procedure if shareholder dissatisfied with payment or offer - A shareholder paid pursuant to Section 79-4-13.24 who is dissatisfied...

§ 79-4-13.27. Renumbered - Renumbered as §79-4-13.25 by Laws, 2000, ch. 469, § 36....

§ 79-4-13.28. Renumbered - Renumbered as §79-4-13.26 by Laws, 2000, ch. 469, § 37....

Judicial Appraisal of Shares

§ 79-4-13.30. Court action - If a shareholder makes demand for payment under Section 79-4-13.26...

§ 79-4-13.31. Court costs and expenses - The court in an appraisal proceeding commenced under Section 79-4-13.30...

Other Remedies

§ 79-4-13.40. Other remedies limited - The legality of a proposed or completed corporate action described...

Article 14 - Dissolution

Voluntary Dissolution

§ 79-4-14.01. Dissolution by incorporators or initial directors - A majority of the incorporators or initial directors of a...

§ 79-4-14.02. Dissolution by board of directors and shareholders - A corporation's board of directors may propose dissolution for submission...

§ 79-4-14.03. Articles of dissolution - At any time after dissolution is authorized, the corporation may...

§ 79-4-14.04. Revocation of dissolution - A corporation may revoke its dissolution within one hundred twenty...

§ 79-4-14.05. Effect of dissolution - A dissolved corporation continues its corporate existence but may not...

§ 79-4-14.06. Known claims against dissolved corporation - A dissolved corporation may dispose of the known claims against...

§ 79-4-14.07. Unknown claims against dissolved corporation - A dissolved corporation may also publish notice of its dissolution...

§ 79-4-14.08. Dissolved corporations - chancery court proceedings for security payment of claims; notice; guardian ad litem; satisfaction of claim - A dissolved corporation that has published a notice under Section...

§ 79-4-14.09. Payment of claims and distribution of assets of dissolved corporations; liability - Directors shall cause the dissolved corporation to discharge or make...

Administrative Dissolution

§ 79-4-14.20. Grounds for administrative dissolution - The Secretary of State may commence a proceeding under Section...

§ 79-4-14.21. Procedure for and effect of administrative dissolution - If the Secretary of State determines that one or more...

§ 79-4-14.22. Reinstatement following administrative dissolution - A corporation administratively dissolved under Section 79-4-14.21 may apply to...

§ 79-4-14.23. Appeal from denial of reinstatement - If the Secretary of State denies a corporation's application for...

Judicial Dissolution

§ 79-4-14.30. Grounds for judicial dissolution - The chancery court may dissolve a corporation: The corporation obtained...

§ 79-4-14.31. Procedure for judicial dissolution - Venue for a proceeding brought by any party named in...

§ 79-4-14.32. Receivership or custodianship - Unless an election to purchase has been filed under Section...

§ 79-4-14.33. Decree of dissolution - If after a hearing the court determines that one or...

§ 79-4-14.34. Election to purchase in lieu of dissolution - In a proceeding under Section 79-4-14.30(a)(2) to dissolve a corporation,...

Miscellaneous

§ 79-4-14.40. Deposit with state treasurer - Assets of a dissolved corporation that should be transferred to...

Article 15 - Foreign Corporations

Certificate of Authority

§ 79-4-15.01. Authority to transact business required - A foreign corporation may not transact business in this state...

§ 79-4-15.02. Consequences of transacting business without authority - A foreign corporation transacting business in this state without a...

§ 79-4-15.03. Application for certificate of authority - A foreign corporation may apply for a certificate of authority...

§ 79-4-15.04. Amended certificate of authority - A foreign corporation authorized to transact business in this state...

§ 79-4-15.05. Effect of certificate of authority - A certificate of authority authorizes the foreign corporation to which...

§ 79-4-15.06. Corporate name of foreign corporation - If the corporate name of a foreign corporation does not...

§ 79-4-15.10. Service of process, demand or notice on foreign corporation - Notice or demand required or permitted by law on a...

Withdrawal

§ 79-4-15.20. Withdrawal of foreign corporations - A foreign corporation authorized to transact business in this state...

Revocation of Certificate of Authority

§ 79-4-15.30. Grounds for revocation - The Secretary of State may commence a proceeding under Section...

§ 79-4-15.31. Procedure for and effect of revocation - If the Secretary of State determines that one or more...

§ 79-4-15.32. Appeal from revocation - A foreign corporation whose certificate of authority is administratively revoked...

§ 79-4-15.33. Appeal from denial of reinstatement - If the Secretary of State denies a foreign corporation's application...

Article 16 - Records and Reports

Records

§ 79-4-16.01. Corporate records - A corporation shall keep as permanent records minutes of all...

§ 79-4-16.02. Inspection of records by shareholders - Subject to Section 79-4-16.03(c), a shareholder of a corporation is...

§ 79-4-16.03. Scope of inspection right - A shareholder's agent or attorney has the same inspection and...

§ 79-4-16.04. Court-ordered inspection - If a corporation does not allow a shareholder who complies...

§ 79-4-16.05. Inspection of records by director - A director of a corporation is entitled to inspect and...

§ 79-4-16.06. Exception to notice requirement - Whenever notice would otherwise be required to be given under...

Reports

§ 79-4-16.20. Financial statements for shareholders - A corporation shall furnish its shareholders annual financial statements, which...

§ 79-4-16.22. Annual report to secretary of state - Each domestic corporation, and each foreign corporation authorized to transact...

Article 17 - Transition Provisions

§ 79-4-17.01. Application to existing domestic corporation - Section 79-4-1.01 et seq. applies to all domestic corporations in...

§ 79-4-17.02. Application to qualified foreign corporations - A foreign corporation authorized to transact business in this state...

§ 79-4-17.03. Saving provisions - Except as provided in subsection (b), the repeal of a...

§ 79-4-17.04. Severability - If any provision of Sections 79-4-1.01 et seq. or its...

§ 79-4-17.05. Relation to Electronic Signatures in Global and National Commerce Act - In the event that any provisions of this chapter are...

Chapter 7 - Small Business Investment Companies

§ 79-7-1. Incorporation - Small business investment companies organized under the provisions of the...

§ 79-7-3. Powers - Such corporations shall have the authority to exercise all the...

§ 79-7-5. Notes, etc., exempted from ad valorem taxes - All notes or other evidences of indebtedness held by any...

§ 79-7-7. Fees and charges for loans - In addition to such interest charges as may be now...

Chapter 10 - Mississippi Professional Corporation Act

Article 1 - General Provisions

§ 79-10-1. Short title - This chapter shall be known and may be cited as...

§ 79-10-3. Application of Mississippi Business Corporation Act - The Mississippi Business Corporation Act applies to professional corporations, both...

§ 79-10-4. Uniform Partnership Act inapplicable to professional corporations - Professional corporations are not subject to the provisions of the...

§ 79-10-5. Definitions - As used in this chapter, unless the context requires otherwise:...

Article 2 - Creation -

Article 3 - Shares

§ 79-10-33. Notice of professional corporation status on shares - The transfer of shares of a professional corporation is restricted...

§ 79-10-45. Cancellation of disqualified shares - If the shares of a disqualified person are not acquired...

Article 4 - Governance

§ 79-10-65. Privileged communications - A privilege applicable to communications between an individual rendering professional...

Article 5 - Reorganization and Termination

§ 79-10-83. Termination of professional activities - If a professional corporation ceases to render professional services, it...

§ 79-10-85. Judicial dissolution - The Attorney General may commence a proceeding under Sections 79-4-14.30...

Article 6 - Foreign Professional Corporations

§ 79-10-93. Application for certificate of authority - The application of a foreign professional corporation for a certificate...

§ 79-10-95. Revocation of certificate of authority - The Secretary of State may administratively revoke under Sections 79-4-15.30...

Article 7 - Miscellaneous Regulatory Provisions

§ 79-10-101. Annual report to Secretary of State - The annual report required by Section 79-4-16.22, Mississippi Code of...

§ 79-10-103. Rulemaking by licensing authority - Each licensing authority is empowered to promulgate rules expressly authorized...

§ 79-10-105. Licensing authority's regulatory jurisdiction - This chapter does not restrict the jurisdiction of a licensing...

Article 8 - Transitional Provisions

§ 79-10-113. Reservation of power to amend or repeal - The Mississippi Legislature has power to amend or repeal all...

§ 79-10-117. Severability - If any provision of this chapter or its application to...

Chapter 11 - Nonprofit, Nonshare Corporations and Religious Societies

General Provisions

§ 79-11-23. - §§79-11-25 through79-11-29. [Codes, 1942, §§ 5324-07 to 5324-09; Laws, 1964,...

§ 79-11-31. Religious societies - Upon the completion of the organization of any such society,...

§ 79-11-33. Religious societies may own certain property - Any religious society, ecclesiastical body and/or any congregation thereof may...

§ 79-11-37. - For text of the Mississippi Nonprofit Corporation Act which became...

§ 79-11-43. Designation as "perpetual religious society trust funds religious societies." - All such organizations subject to the provisions of Sections 79-11-41...

§ 79-11-47. Accounting and reporting requirements for auditing procedures for certain records - In the event that such audit and examination shows that...

Conduct of Private Foundations

§ 79-11-51. Prohibited acts - No corporation which is a "private foundation," as defined in...

§ 79-11-53. Distribution of amounts to avoid tax liability - Each corporation which is a "private foundation," as defined in...

§ 79-11-59. Rights and powers of courts and attorney general - Nothing in Sections 79-11-51 through 79-11-61 shall impair the rights...

§ 79-11-61. References to United States Internal Revenue Code - All references to sections of the United States Internal Revenue...

Mississippi Nonprofit Corporation Act

§ 79-11-101. Short title - Section 79-11-101 et seq. shall be known and may be...

§ 79-11-103. Amendments and repeals - The Mississippi Legislature has power to amend or repeal all...

§ 79-11-109. Filing fees; fee for serving process upon Secretary of State; fees for copying and certifying copy of filed document - Click to view Document Fee (a) Articles of incorporation $50.00...

§ 79-11-119. Certified copy of document as conclusive evidence of filing - A certificate from the Secretary of State delivered with a...

§ 79-11-125. Secretary granted power to perform duties - The Secretary of State has the power reasonably necessary to...

§ 79-11-127. Definitions - Unless the context otherwise requires in Section 79-11-101 et seq.,...

§ 79-11-135. Persons who may act as incorporators - One or more persons may act as the incorporator or...

§ 79-11-141. Liability for purporting to act for corporation where incorporation has not occurred - All persons purporting to act as or on behalf of...

§ 79-11-149. Activities for which corporations may be organized - Corporations may be organized under Section 79-11-101 et seq. for...

§ 79-11-151. Powers of corporation - Each corporation shall have and exercise all powers necessary or...

§ 79-11-173. Consideration for admission of members to corporation - Except as provided in its articles or bylaws, a corporation...

§ 79-11-175. Corporation not required to have members - A corporation is not required to have members.

§ 79-11-177. Rights and obligations of members - All members shall have the same rights and obligations with...

§ 79-11-181. Liability of members for acts, debts, liabilities, or obligations of corporation - A member of a corporation is not, as such, personally...

§ 79-11-183. Liability of members for dues, assessments or fees - A member may become liable to the corporation for dues,...

§ 79-11-191. Purchase by corporation of membership of member who resigns or whose membership is terminated - A corporation may purchase the membership of a member who...

§ 79-11-225. Method of election of directors - A corporation may provide in its articles or bylaws for...

§ 79-11-233. Qualifications for directors - All directors must be individuals. The articles or bylaws may...

§ 79-11-241. Staggering terms of directors - The articles or bylaws may provide for staggering the terms...

§ 79-11-253. Compensation of directors - Unless the articles or bylaws provide otherwise, a board of...

§ 79-11-273. Duties of officers - Each officer has the authority and shall perform the duties...

§ 79-11-281. Indemnification of director, officer, employee, or agent - A director's conduct with respect to an employee benefit plan...

§ 79-11-291. Restrictions on use of membership lists - Without consent of the board, a membership list or any...

§ 79-11-295. Authorization to amend articles of incorporation - A corporation may amend its articles of incorporation, from time...

§ 79-11-297. Amendment of articles of incorporation prior to corporation's acquisition of members - If a corporation has not yet acquired members, its incorporators...

§ 79-11-299. Amendments to articles of incorporation which may be adopted by board of directors without action by members - Unless the articles of incorporation provide otherwise, a corporation's board...

§ 79-11-301. Procedures for making amendments to articles of incorporation - Except as provided in Sections 79-11-297 and 79-11-299, amendments to...

§ 79-11-305. Filing of amendments to articles of incorporation - A corporation amending its articles of incorporation shall deliver to...

§ 79-11-311. Amendments to articles of incorporation not to affect legal status of corporation - An amendment to articles of incorporation does not affect a...

§ 79-11-313. Adoption of amendments to bylaws where corporation has no members - If a corporation has no members, its incorporators, until directors...

§ 79-11-323. Filing of articles of merger - After a plan of merger is approved by the board...

§ 79-11-336. Application and distribution of assets of voluntarily dissolving corporation - The assets of a corporation in the process of voluntary...

§ 79-11-347. Administrative dissolution by Secretary of State, grounds for - The Secretary of State may commence a proceeding under Section...

§ 79-11-355. Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution - 1. The corporate assets are being misapplied or wasted; 2....

§ 79-11-381. Service of process, demand or notice on foreign corporation - Notice or demand required or permitted by law on a...

§ 79-11-393. Rural water companies, special requirements - Rural water companies organized pursuant to Section 79-11-101 et seq....

§ 79-11-395. Application to pre-existing domestic nonprofit, nonshare corporations - Section 79-11-101 et seq. apply to all domestic nonprofit, nonshare...

§ 79-11-401. Application to religious corporations - Except as may be otherwise provided in Sections 79-11-31, 79-11-33...

Regulation of Charitable Solicitations

§ 79-11-501. Definitions - The following words and phrases as used in Sections 79-11-501...

§ 79-11-504. Authority of Secretary of State to promulgate rules and regulations - The Secretary of State shall have the authority to: Promulgate...

§ 79-11-511. Out-of-state organization; service of process - Any charitable organization, person, professional fund-raiser, fund-raising counsel or professional...

§ 79-11-513. Registration as professional fund-raiser or fund-raising counsel; bond; filing annual report - No person shall act as a professional fund-raiser or fund-raising...

§ 79-11-517. Registration as professional solicitor in employ of professional fund-raiser - No person shall act as a professional solicitor in the...

§ 79-11-518. Records of solicitation activities - Every charitable organization, professional fund-raiser, professional solicitor, or fund-raising counsel,...

§ 79-11-521. Investigations of violations; written statements as to facts and circumstances; publication of information concerning violations; authority to administer oaths, subpoena witnesses, take evidence, require production of books, papers, etc. - Either the Secretary of State or Attorney General, in his...

§ 79-11-523. Use of names, symbol or statement during solicitations for contributions; disclosure requirements for professional fund raisers - The official registration and financial information of (insert the legal...

§ 79-11-524. Restrictions on hours of telephone solicitation - Any fund-raising counsel, professional fund-raiser, professional solicitor or employee of...

§ 79-11-525. Fiduciary responsibility of person soliciting, collecting, or expending contributions - Every person who solicits, collects or expends contributions on behalf...

§ 79-11-527. Reciprocal agreements with other states; public access to registration records - The Secretary of State may enter into reciprocal agreements with...

§ 79-11-529. Fines and penalties - Any person who knowingly and willingly violates the provisions of...

Charitable Gift Annuities

§ 79-11-659. Effect of failure to provide required notice - The failure of a charitable organization to comply with the...

§ 79-11-661. Not unfair or deceptive trade practice - The issuance of a qualified charitable gift annuity does not...

Uniform Prudent Management of Institutional Funds Act

§ 79-11-701. Short title - Sections 79-11-701 through 79-11-719 may be cited as the Uniform...

§ 79-11-703. Definitions - In Sections 79-11-701 through 79-11-719: "Charitable purpose" means either: Any...

§ 79-11-713. Reviewing compliance - Compliance with Sections 79-11-701 through 79-11-719 is determined in light...

§ 79-11-715. Application to existing institutional funds - Sections 79-11-701 through 79-11-719 applies to institutional funds existing on...

§ 79-11-717. Relation to Electronic Signatures in Global and National Commerce Act - Sections 79-11-701 through 79-11-719 modifies, limits, and supersedes the federal...

§ 79-11-719. Uniformity of application and construction - In applying and construing this uniform act, consideration must be...

Chapter 13 - Uniform Partnership Act (1997)

Article 1 - General Provisions

§ 79-13-101. Definitions - In this chapter: An order for relief under Title 11...

§ 79-13-102. Knowledge and notice - A person knows a fact if the person has actual...

§ 79-13-103. Effect of partnership agreement; nonwaivable provisions - Except as otherwise provided in subsection (b), relations among the...

§ 79-13-104. Supplemental principles of law - Unless displaced by particular provisions of this chapter, the principles...

§ 79-13-105. Execution, filing, and recording of statements - A statement may be filed in the Office of the...

§ 79-13-106. Governing law - Except as otherwise provided in subsection (b), the law of...

§ 79-13-107. Partnership subject to amendment or repeal of chapter - A partnership governed by this chapter is subject to any...

Article 2 - Nature of Partnership

§ 79-13-201. Partnership as entity - A partnership is an entity distinct from its partners. A...

§ 79-13-202. Formation of partnership - Except as otherwise provided in subsection (b), the association of...

§ 79-13-203. Partnership property - Property acquired by a partnership is property of the partnership...

§ 79-13-204. When property is partnership property - Property is partnership property if acquired in the name of:...

Article 3 - Relations of Partners to Persons Dealing with Partnership

§ 79-13-301. Partner agent of partnership - Subject to the effect of a statement of partnership authority...

§ 79-13-302. Transfer of partnership property - Partnership property may be transferred as follows: A partnership may...

§ 79-13-303. Statement of partnership authority - A partnership may file a statement of partnership authority, which:...

§ 79-13-304. Statement of denial - A partner or other person named as a partner in...

§ 79-13-305. Partnership liable for partner's actionable conduct - A partnership is liable for loss or injury caused to...

§ 79-13-306. Partner's liability - Except as otherwise provided in subsections (b) and (c), all...

§ 79-13-307. Actions by and against partnership and partners - A partnership may sue and be sued in the name...

§ 79-13-308. Liability of purported partner - If a person, by words or conduct, purports to be...

Article 4 - Relations of Partners to Each Other and to Partnership

§ 79-13-401. Partner's rights and duties - Each partner is deemed to have an account that is:...

§ 79-13-402. Distributions in kind - A partner has no right to receive, and may not...

§ 79-13-403. Partner's rights and duties with respect to information - A partnership shall keep its books and records, if any,...

§ 79-13-404. General standards of partner's conduct - The only fiduciary duties a partner owes to the partnership...

§ 79-13-405. Actions by partnership and partners - A partnership may maintain an action against a partner for...

§ 79-13-406. Continuation of partnership beyond definite term or particular undertaking - If a partnership for a definite term or particular undertaking...

Article 5 - Transferees and Creditors of Partner

§ 79-13-501. Partner not co-owner of partnership property - A partner is not a co-owner of partnership property and...

§ 79-13-502. Partner's transferable interest in partnership - Except as provided in Article 9 of this chapter or...

§ 79-13-503. Transfer of partner's transferable interest - A transfer, in whole or in part, of a partner's...

§ 79-13-504. Partner's transferable interest subject to charging order - On application by a judgment creditor of a partner or...

§ 79-13-505. Enforceability of limitations on assignments of partnership interests - Sections 75-9-406 and 75-9-408 do not apply to a partnership...

Article 6 - Partner's Dissociation

§ 79-13-601. Events causing partner's dissociation - A partner is dissociated from a partnership upon the occurrence...

§ 79-13-602. Partner's power to dissociate; wrongful dissociation - A partner has the power to dissociate at any time,...

§ 79-13-603. Effect of partner's dissociation - If a partner's dissociation results in a dissolution and winding...

Article 7 - Partner's Dissociation When Business Not Wound Up

§ 79-13-701. Purchase of dissociated partner's interest - If a partner is dissociated from a partnership without resulting...

§ 79-13-702. Dissociated partner's power to bind and liability to partnership - For one (1) year after a partner dissociates without resulting...

§ 79-13-703. Dissociated partner's liability to other persons - A partner's dissociation does not of itself discharge the partner's...

§ 79-13-704. Statement of dissociation - A dissociated partner or the partnership may file a statement...

§ 79-13-705. Continued use of partnership name - Continued use of a partnership name, or a dissociated partner's...

Article 8 - Winding Up Partnership Business

§ 79-13-801. Events causing dissolution and winding up of partnership business - A partnership is dissolved, and its business must be wound...

§ 79-13-802. Partnership continues after dissolution - Subject to subsection (b), a partnership continues after dissolution only...

§ 79-13-803. Right to wind up partnership business - After dissolution, a partner who has not wrongfully dissociated may...

§ 79-13-804. Partner's power to bind partnership after dissolution - Subject to Section 79-13-805, a partnership is bound by a...

§ 79-13-805. Statement of dissolution - After dissolution, a partner who has not wrongfully dissociated may...

§ 79-13-806. Partner's liability to other partners after dissolution - Except as otherwise provided in subsection (b) and Section 79-13-306,...

§ 79-13-807. Settlement of accounts and contributions among partners - In winding up a partnership's business, the assets of the...

Article 9 - Conversions and Mergers

§ 79-13-901. Definitions - In this article:

§ 79-13-905. Merger - Unless otherwise provided in the partnership agreement, pursuant to a...

§ 79-13-906. Effect of merger - When a merger takes effect: The Secretary of State of...

§ 79-13-907. Statement of merger - After a merger, the surviving domestic or foreign entity may...

§ 79-13-908. Nonexclusive - This article is not exclusive.Partnerships may be converted or merged...

Article 10 - Limited Liability Partnership

§ 79-13-1001. Statement of qualification - A partnership may become a limited liability partnership pursuant to...

§ 79-13-1002. Name - The name of a limited liability partnership must end with...

§ 79-13-1003. Administrative dissolution of statement of qualification; grounds - The Secretary of State may commence a proceeding under Section...

§ 79-13-1004. Administrative dissolution of statement of qualification; procedure - If the Secretary of State determines that one or more...

§ 79-13-1005. Administrative dissolution of statement of qualification; reinstatement - A limited liability partnership whose statement of qualification has been...

§ 79-13-1006. Appeal from denial of reinstatement - If the Secretary of State denies a limited liability partnership's...

Article 11 - Foreign Limited Liability Partnership

§ 79-13-1101. Law governing foreign limited liability partnership - The law under which a foreign limited liability partnership is...

§ 79-13-1102. Statement of foreign qualification - Before transacting business in this state, a foreign limited liability...

§ 79-13-1103. Effect of failure to qualify - A foreign limited liability partnership transacting business in this state...

§ 79-13-1104. Activities not constituting transacting business - Activities of a foreign limited liability partnership which do not...

§ 79-13-1105. Action by attorney general - The Attorney General may maintain an action to restrain a...

§ 79-13-1106. Administrative revocation of statement of foreign qualification; grounds - The Secretary of State may commence a proceeding under Section...

§ 79-13-1107. Administrative revocation of statement of foreign qualification; procedure - If the Secretary of State determines that one or more...

§ 79-13-1108. Administrative revocation of statement of foreign qualification; reinstatement - A foreign limited liability partnership whose statement of foreign qualification...

§ 79-13-1109. Appeal from denial of reinstatement - If the Secretary of State denies a foreign limited liability...

Article 12 - Miscellaneous Provisions

§ 79-13-1201. Uniformity of application and construction - This chapter shall be applied and construed to effectuate its...

§ 79-13-1202. Short title - This chapter may be cited as the Uniform Partnership Act...

§ 79-13-1203. Severability clause - If any provision of this chapter or its application to...

§ 79-13-1205. Applicability - Before January 1, 2007, this chapter governs only a partnership...

§ 79-13-1206. Savings clause - This chapter does not affect an action or proceeding commenced...

Chapter 14 - Mississippi Uniform Limited Partnership Act

Article 1 - General Provisions

§ 79-14-101. Short title - This chapter may be cited as the Mississippi Uniform Limited...

§ 79-14-102. Definitions - In this chapter: An order for relief under Title 11...

§ 79-14-103. Knowledge; notice - A person knows a fact if the person: A person...

§ 79-14-104. Governing law - The law of this state governs:

§ 79-14-105. Partnership agreement; scope, function, and limitations - Except as otherwise provided in subsections (c) and (d), the...

§ 79-14-106. Partnership agreement; effect on limited partnership and person becoming partner; preformation agreement - A limited partnership is bound by and may enforce the...

§ 79-14-107. Partnership agreement; effect on third parties and relationship to records effective on behalf of limited partnership - A partnership agreement may specify that its amendment requires the...

§ 79-14-108. Required information - A limited partnership shall maintain at its principal office the...

§ 79-14-109. Dual capacity - A person may be both a general partner and a...

§ 79-14-110. Nature, purpose, and duration of limited partnership - A limited partnership is an entity distinct from its partners....

§ 79-14-111. Powers - A limited partnership has the capacity to sue and be...

§ 79-14-112. Application to existing relationships - Before January 1, 2017, this chapter governs only: Except as...

§ 79-14-113. Supplemental principles of law - Unless displaced by particular provisions of this chapter, the principles...

§ 79-14-114. Permittee names - The name of a limited partnership may contain the name...

§ 79-14-115. Reservation of name - A person may reserve the exclusive use of a legal...

§ 79-14-121. Service of process, notice, or demand - Notice or demand required or permitted by law on a...

§ 79-14-122. Delivery of record - Except as otherwise provided in this chapter, permissible means of...

Article 2 - Formation; Certificate of Limited Partnership and Other Filings

§ 79-14-201. Formation of limited partnership; certificate of limited partnership - To form a limited partnership, a person must deliver a...

§ 79-14-202. Amendment or restatement of certificate of limited partnership - A certificate of limited partnership may be amended or restated...

§ 79-14-203. Signing of records to be delivered for filing to Secretary of State - A record delivered to the Secretary of State for filing...

§ 79-14-204. Signing and filing pursuant to judicial order - If a person required by this chapter to sign a...

§ 79-14-205. Liability for inaccurate information in filed record - If a record delivered to the Secretary of State for...

§ 79-14-206. Filing requirements - To be filed by the Secretary of State pursuant to...

§ 79-14-207. Effective date and time - Except as otherwise provided in Section 79-14-208 and subject to...

§ 79-14-208. Withdrawal of filed record before effectiveness - Except as otherwise provided in Article 11, or the Mississippi...

§ 79-14-209. Correcting filed record - A person on whose behalf a filed record was delivered...

§ 79-14-210. Duty of Secretary of State to file; review of refusal to file; delivery of record by Secretary of State - The Secretary of State shall file a record delivered to...

§ 79-14-211. Certificate of good standing or registration - On request of any person, the Secretary of State shall...

Article 3 - Limited Partners

§ 79-14-301. Becoming limited partner - Upon formation of a limited partnership, a person becomes a...

§ 79-14-302. No agency power of limited partner as limited partner - A limited partner is not an agent of a limited...

§ 79-14-303. No liability as limited partner for limited partnership obligations - A debt, obligation, or other liability of a limited partnership...

§ 79-14-304. Rights to information of limited partner and person dissociated as limited partner - On ten (10) days' demand, made in a record received...

§ 79-14-305. Limited duties of limited partners - A limited partner shall discharge any duties to the partnership...

§ 79-14-306. Person erroneously believing self to be limited partner - Except as otherwise provided in subsection (b), a person that...

Article 4 - General Partners

§ 79-14-401. Becoming general partner - Upon formation of a limited partnership, a person becomes a...

§ 79-14-402. General partner agent of limited partnership - Each general partner is an agent of the limited partnership...

§ 79-14-403. Limited partnership liable for general partner's actionable conduct - A limited partnership is liable for loss or injury caused...

§ 79-14-404. General partner's liability - Except as otherwise provided in subsections (b) and (c), all...

§ 79-14-405. Actions by and against partnership and partners - To the extent not inconsistent with Section 79-14-404, a general...

§ 79-14-406. Management rights of general partner - Each general partner has equal rights in the management and...

§ 79-14-407. Rights to information of general partner and person dissociated as general partner - A general partner may inspect and copy required information during...

§ 79-14-408. Reimbursement; indemnification; advancement; and insurance - A limited partnership shall reimburse a general partner for any...

§ 79-14-409. Standards of conduct for general partners - A general partner owes to the limited partnership and, subject...

Article 5 - Contributions and Distributions

§ 79-14-501. Form of contribution - A contribution may consist of property transferred to, services performed...

§ 79-14-502. Liability for contribution - A person's obligation to make a contribution to a limited...

§ 79-14-503. Sharing of and right to distributions before dissolution - Any distribution made by a limited partnership before its dissolution...

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Mississippi Code Title 79 - Corporations, Associations, and Partnerships

Mississippi Code
Title 79 - Corporations, Associations, and Partnerships