§ 79-37-101. Short title
This chapter shall be known and may be cited as the Mississippi Entity Conversion and Domestication Act.
§ 79-37-102. Definitions
As used in this chapter, unless the context otherwise requires: [Reserved] [Reserved] “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under the entity’s organic rules, organic law, and other law to: “Conversion” means a transaction authorized by Article 4 of this chapter. “Converted […]
§ 79-37-103. Relationship of chapter to other laws
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. A transaction effected under this chapter may not create or impair a right, duty, or […]
§ 79-37-104. Required notice or approval
A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to a conversion or domestication. Property held for a charitable purpose […]
§ 79-37-105. Status of filings
A filing under this chapter signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
§ 79-37-106. Nonexclusivity
The fact that a transactionunder this chapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.
§ 79-37-107. Reference to external facts
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan.The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control […]
§ 79-37-108. Alternative means of approval of transactions
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this chapter for approval of the transaction.
§ 79-37-109. Appraisal rights
An interest holder of a domestic converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: […]
§ 79-37-111. Requirements for documents
To be entitled to filing by the Secretary of State, a document must satisfy the following requirements and the requirements of any other provision of this chapter that adds to or varies these requirements: This chapter requires or permits filing the document in the Office of the Secretary of State. The document contains the information […]
§ 79-37-112. Filing, service, and copying fees
The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process may recover this fee as costs if the party prevails in the proceeding. The Secretary of State shall collect the following […]
§ 79-37-113. Effective time and date of document
Except as provided in Section 79-37-114, a document accepted for filing is effective: At the date and time of filing, as evidenced by the means used by the Secretary of State for recording the date and time of filing; At the time specified in the document as its effective time on the date it is […]
§ 79-37-114. Correcting filed document
A domestic or foreign entity may correct a document filed by the Secretary of State within one hundred twenty (120) days of the filing if: The document contains an inaccuracy; The document was defectively signed; or The electronic transmission of the document to the Secretary of State was defective. A document is corrected by filing […]
§ 79-37-115. Filing duty of Secretary of State
A document delivered to the Office of the Secretary of State for filing that satisfies the requirements of Section 79-37-111 must be filed by the Secretary of State. The Secretary of State files a document by recording it as filed on the date and time of receipt.After filing a document, the Secretary of State shall […]
§ 79-37-116. Appeal from refusal to file a document
If the Secretary of State refuses to file a document delivered for filing, the domestic or foreign entity that submitted the document for filing may appeal the refusal within thirty (30) days after the return of the document to the Chancery Court of the First Judicial District of Hinds County, Mississippi.The appeal is commenced by […]
§ 79-37-117. Evidentiary effect of copy of filed document
A filed-stamped copy from the Secretary of State conclusively establishes that the original document is on file with the Secretary of State.
§ 79-37-118. Penalty for signing false document
A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the Secretary of State for filing. An offense under this section is a misdemeanor punishable by a fine of not to exceed One Thousand Dollars ($1,000.00).
§ 79-37-119. Powers of Secretary of State
The Secretary of State has the power reasonably necessary to perform the duties required by this chapter and adopt rules and regulations for enforcement.