Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act

§ 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...

<< Previous

Next >>

Mississippi Code Title 79 - Corporations, Associations, and Partnerships Chapter 4 - Mississippi Business Corporation Act

Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act