General Provisions Relative to Corporations

Miss. Code Ann. tit. 79, ch. 1

in effect

Miss. Code Ann. § 79-1-1 Automatic extension of corporate charters for certain corporations under certain circumstances.

If a business corporation was created (i) for a limited period of existence, and (ii) before April 18, 1988, the life of the business corporation shall be perpetual if the business corporation continues to do business for thirty (30) days after March 14, 2011. If a nonprofit corporation was created (i) for a limited period of existence, and (ii) before January 1, 1988, the life of the nonprofit corporation shall be perpetual if the nonprofit corporation continues to do business for thirty (30) days after March 14, 2011. If a business or nonprofit corporation (a) has a limited period of existence that expired before March 14, 2011, and (b) the business or nonprofit corporation continues to do business for thirty (30) days after March 14, 2011, the life of that corporation shall be perpetual. The corporation’s charter and articles of incorporation shall be deemed to have been automatically amended before the end of the limited period of existence to state that the corporation’s life shall be perpetual. No further action on the part of the corporation is necessary to execute the provisions of this subsection. Any corporation may, after March 14, 2011, amend its articles of incorporation to provide for a limited period of existence.

Miss. Code Ann. § 79-1-3 Gifts and donations.

In addition to all other powers granted by law, every corporation organized or existing under the laws of this state shall have power, from its earnings, to make gifts, donations, or contributions for the public welfare or for charitable, scientific, religious, or educational purposes, which gifts, donations, or contributions shall be charged by such corporation to operating expenses. The specific grant of such power by this section shall not be construed as raising any presumption or implication that such power has not heretofore existed.

Miss. Code Ann. § 79-1-5 Execution of proxies by fiduciary without order or direction of court.

Without obtaining the order or direction of any court or the judge thereof, in vacation, any fiduciary, including those acting as executor, administrator, guardian, agent or trustee, owning corporate stock registered in the name of the fiduciary, as such, or in the name of another for the convenience of the fiduciary, or in the names of more than one fiduciary, whether the corporation issuing such stock is foreign or domestic, may, in addition to the voting rights now vested in such fiduciary, execute and deliver, or cause to be executed and delivered, a proxy or proxies to others for the voting of such corporate stock, and may waive notice of and give consent to any meeting of stockholders of any corporation, regular or special, or a meeting of property owners, or cause such to be done, and may authorize in writing any action which could be taken by stockholders in meeting assembled, where such consent is authorized by statute, charter or certificate of incorporation, or bylaws, or cause such written consent to be given, but subject always to the following limitations: In granting any proxy, reasonable care must be exercised in deciding who shall act as proxy and whether or not instructions as to the voting of said stock shall be given to such proxy. If there are two or more fiduciaries acting, the proxy shall be executed by, and voting instructions shall be issued by, agreement of all fiduciaries or a majority of them. In the event the manner or method of voting, or the purposes to be accomplished, are fixed by the instrument or instruments appointing said fiduciaries, the directions contained therein shall govern.

Miss. Code Ann. § 79-1-7 Defective organization not a defense.

It shall not be a defense to any suit against a corporation that there was a defect or informality in its organization.

Miss. Code Ann. § 79-1-9 Social, civil and political rights of employees protected.

Any corporation doing business in this state shall be liable to a penalty of Two Hundred Fifty Dollars ($250.00) for every unlawful interference with the social, civil, or political rights of any of its agents or employees, and the same may be recovered by suit, to be brought by the injured party.

Miss. Code Ann. § 79-1-11 May execute bond in suits.

Any corporation, under the signature of its president or other authorized officer, agent, or attorney, may execute, without affixing the corporate seal, all bonds which shall be necessary at the commencement or during the progress of any case to a final determination, and such bonds shall be binding on the corporation.

Miss. Code Ann. § 79-1-13 Property and franchise of corporation salable under judgment.

When judgment shall be rendered against any corporation, all its property, real and personal, and its franchise shall be liable to be seized and sold in satisfaction thereof; and the sale shall vest the title to the franchise in the purchaser, with all privileges and immunities; and the officer making the sale shall immediately put him in possession; and the purchaser may recover any penalties imposed for injuries to the franchise, and shall also discharge all the duties imposed by the charter on the corporate body, and be liable to like penalties as the original stockholders which may accrue after his purchase of the franchise.

Miss. Code Ann. § 79-1-15 Franchise redeemable within six months.

Those persons who were stockholders at the time of the sale of the franchise of a corporation may redeem the franchise which has been sold under execution at any time within six (6) months from the date of sale, by paying or tendering to the purchaser the amount paid by him, with ten per centum thereon; but shall not be entitled to any allowance for the profits received by the purchaser in the meantime.

Miss. Code Ann. § 79-1-17 On dissolution, assets vested in stockholders.

On the dissolution of any corporation, either by judgment or otherwise, all its real and personal estate shall be vested in the stockholders therein, in their respective proportions, who shall hold the same as tenants in common; but this section shall not extend to any property except that which the corporation might lawfully have held without forfeiting the same to the state. Debts due to and from the corporation shall not be extinguished by its dissolution, but debts due from the corporation shall be a charge upon its property.

Miss. Code Ann. § 79-1-19 Repealed.

Repealed by Laws, 1987, ch. 486, § 17.05, eff from and after January 1, 1988. [Codes, 1906, §§ 915, 917-919; Hemingway’s 1917, §§ 4089, 4091-4093; 1930, §§ 4160, 4162, 4163, 4166; 1942, §§ 5339, 5341, 5342, 5345; Laws, 1908, ch. 123]

Miss. Code Ann. § 79-1-29 Repealed.

Repealed by Laws, 1991, ch. 573, § 141, eff from and after July 1, 1991. [Codes, 1906, § 920; Hemingway’s 1917, § 4094; 1930, § 4167; 1942, § 5346; Laws, 1908, ch. 123; repealed, Laws, 1987, ch. 486, § 17.05, effective from and after January 1, 1988]

Miss. Code Ann. § 79-1-31 Extent of the chapter.

The provisions of this chapter, when not limited by their terms, shall apply to all corporations whatever, where the subject matter is not elsewhere prescribed.

Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026