Mississippi Entity Conversion and Domestication Act

Miss. Code Ann. tit. 79, ch. 37
in effect

Miss. Code Ann. § 79-37-101 Short title.

This chapter shall be known and may be cited as the Mississippi Entity Conversion and Domestication Act.

Miss. Code Ann. § 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 entity” means the converting entity as it continues in existence after a conversion. “Converting entity” means the domestic entity that approves a plan of conversion pursuant to Section 79-37-403 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity. “Domestic,” with respect to an entity, means governed as to its internal affairs by the law of this state. “Domesticated entity” means the domesticating entity as it continues in existence after a domestication. “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to Section 79-37-503 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of formation. “Domestication” means a transaction authorized by Article 5 of this chapter. “Entity”: “Filing entity” means an entity whose formation requires the filing of a public organic record.The term does not include a limited liability partnership. “Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state. “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: “Governor” means: “Interest” means: [Reserved] “Interest holder‘ means: “Interest holder liability” means: “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. “Jurisdiction of formation” means the jurisdiction whose law includes the organic law of an entity. [Reserved] [Reserved] “Organic law” means the law of an entity’s jurisdiction of formation governing the internal affairs of the entity. “Organic rules” means the public organic record and private organic rules of an entity. “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, agricultural association, agricultural co-operative marketing association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. “Plan” means a plan of conversion or plan of domestication. “Plan of conversion” means a plan under Section 79-37-402. “Plan of domestication” means a plan under Section 79-37-502. [Reserved] [Reserved] “Private organic rules” mean the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic record, if any.The term includes: “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. “Protected agreement” means: “Public organic record” means the record the filing of which by the Secretary of State is required to form an entity and any amendment to or restatement of that record.The term includes: “Record,” used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. “Registered foreign entity” means a foreign entity that is registered to do business in this state pursuant to a record filed by the Secretary of State. “Sign” means, with present intent to authenticate or adopt a record: “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. “Statement of conversion” means a statement under Section 79-37-405. “Statement of domestication” means a statement under Section 79-37-505. [Reserved] [Reserved] [Reserved] “Transfer” includes: “Type of entity” means a generic form of entity: Propose a transaction subject to this chapter; Adopt and approve the terms and conditions of the transaction; and Conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders. Means: A business corporation; A nonprofit corporation; A general partnership, including a limited liability partnership; A limited partnership, including a limited liability limited partnership; A limited liability company; [Reserved]; [Reserved]; [Reserved]; A statutory trust, business trust, or common-law business trust; An agricultural association, including an agricultural co-operative marketing association; or Any other person that has: A legal existence separate from any interest holder of that person; or The power to acquire an interest in real property in its own name; and Does not include: An individual; A trust with a predominantly donative purpose or a charitable trust; An association or relationship that is not an entity listed in subparagraph (A) and is not a partnership under the rules stated in Section 79-13-202(c) or a similar provision of the law of any other jurisdiction; A decedent’s estate; or A government or a governmental subdivision, agency, or instrumentality. Receive or demand access to information concerning, or the books and records of, the entity; Vote for or consent to the election of the governors of the entity; or Receive notice of or vote on or consent to an issue involving the internal affairs of the entity. A director of a business corporation; A director or trustee of a nonprofit corporation; A general partner of a general partnership; A general partner of a limited partnership; A manager of a manager-managed limited liability company; A member of a member-managed limited liability company; [Reserved]; [Reserved]; [Reserved]; A trustee of a statutory trust, business trust, or common-law business trust; or Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. A share in a business corporation; A membership in a nonprofit corporation; A partnership interest in a general partnership; A partnership interest in a limited partnership; A membership interest in a limited liability company; [Reserved]; [Reserved]; [Reserved]; A beneficial interest in a statutory trust, business trust, or common-law business trust; A membership in an agricultural association, including an agricultural co-operative marketing association; or A governance interest or distributional interest in any other type of unincorporated entity. A shareholder of a business corporation; A member of a nonprofit corporation; A general partner of a general partnership; A general partner of a limited partnership; A limited partner of a limited partnership; A member of a limited liability company; [Reserved]; [Reserved]; [Reserved]; A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; A member of an agricultural association, including an agricultural co-operative marketing association; or Any other direct holder of an interest. Personal liability for a liability of an entity that is imposed on a person: Solely by reason of the status of the person as an interest holder; or By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or An obligation of an interest holder under the organic rules of an entity to contribute to the entity. The bylaws of a business corporation; The bylaws of a nonprofit corporation; The partnership agreement of a general partnership; The partnership agreement of a limited partnership; The operating agreement of a limited liability company; [Reserved]; [Reserved]; [Reserved]; The bylaws of an agricultural association, including an agricultural co-operative marketing association; and The trust instrument of a statutory trust or similar rules of a business trust or common-law business trust. A record evidencing indebtedness and any related agreement in effect on January 1, 2015; An agreement that is binding on an entity on January 1, 2015; The organic rules of an entity in effect on January 1, 2015; or An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2015. The articles of incorporation of a business corporation; The articles of incorporation of a nonprofit corporation; The certificate of limited partnership of a limited partnership; The certificate of formation of a limited liability company; [Reserved]; [Reserved]; The articles of association of an agricultural association, including an agricultural co-operative marketing association; and The certificate of trust of a statutory trust or similar record of a business trust. To execute or adopt a tangible symbol; or To attach to or logically associate with the record an electronic symbol, sound, or process. An assignment; A conveyance; A sale; A lease; An encumbrance, including a mortgage or security interest; A gift; and A transfer by operation of law. Recognized at common law; or Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.

Miss. Code Ann. § 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 obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic converting or domesticating business corporation unless the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.

Miss. Code Ann. § 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 under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the appropriate court specifying the disposition of the property.

Miss. Code Ann. § 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.

Miss. Code Ann. § 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.

Miss. Code Ann. § 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 of a party to the transaction.

Miss. Code Ann. § 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.

Miss. Code Ann. § 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: The organic law permits the organic rules to limit the availability of appraisal rights; and The organic rules provide such a limit or elimination. The case of a business corporation, by action of its governors. An interest holder of a domestic converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided in: The entity’s organic rules; The plan; or If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, Article 13 of the Mississippi Business Corporation Act applies to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.

Miss. Code Ann. § 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 required by this chapter and may contain other information. The document is in a record. The document is in the English language, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. The document is signed: The document must state the name and capacity of the person that signed it. The document must be delivered to the Office of the Secretary of State for filing in the format and in the manner required by the Secretary of State. By an officer or director of a domestic or foreign corporation; By a person authorized by a domestic or foreign entity that is not a corporation; or If the entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. When a document is delivered to the Office of the Secretary of State for filing, the correct filing fee must be paid or provision for payment made in a manner permitted by the Secretary of State.

Miss. Code Ann. § 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 fees for copying and certifying the copy of any document filed under this chapter: One Dollar ($1.00) a page for copying; and Ten Dollars ($10.00) for the certificate. [Reserved] [Reserved] Statement of conversion. . . . .$50.00 Statement of abandonment of conversion. . . . .$25.00 Statement of domestication. . . . .$50.00 Statement of abandonment of domestication. . . . .$25.00 The Secretary of State shall collect the following fees when the documents described are delivered for filing: [Reserved] [Reserved]

Miss. Code Ann. § 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 filed; At a specified delayed effective time and date if permitted by this chapter; or If a delayed effective date but no time is specified, at the close of business on the date specified.

Miss. Code Ann. § 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 with the Secretary of State a statement of correction that: Describes the document to be corrected and states its filing date or has attached a copy of the document; Specifies the inaccuracy or defect to be corrected; and Corrects the inaccuracy or defect. A statement of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction.As to those persons, a statement of correction is effective when filed.

Miss. Code Ann. § 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 deliver to the domestic or foreign entity or its representative a copy of the document with an acknowledgement of the date and time of filing. If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign entity or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for the refusal. The duty of the Secretary of State to file documents under this section is ministerial.The filing or refusal to file a document does not: Affect the validity or invalidity of the document in whole or in part; Relate to the correctness or incorrectness of information contained in the document; or Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

Miss. Code Ann. § 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 petitioning the court to compel filing the document and by attaching to the petition the document and the explanation of the Secretary of State for the refusal to file. The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. The court’s final decision may be appealed as in other civil proceedings.

Miss. Code Ann. § 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.

Miss. Code Ann. § 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).

Miss. Code Ann. § 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.

Miss. Code Ann. § 79-37-401 Conversion authorized.

A charitable organization as defined in Section 79-11-501 may not convert under this Article 4. By complying with this article, a domestic entity may become: A domestic entity that is a different type of entity; or A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation and the domestic entity has complied with Article 5 of this chapter. By complying with the provisions of this article applicable to foreign entities, a foreign entity may become a domestic entity that is a different type of entity if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation and the foreign entity has first domesticated to this state under Article 5 of this chapter. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2015.

Miss. Code Ann. § 79-37-402 Plan of conversion.

A domestic entity may convert to a different type of entity under this article by approving a plan of conversion. The plan must be in a record and contain: The name and type of entity of the converting entity; The name, jurisdiction of formation, and type of entity of the converted entity; The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; The proposed public organic record of the converted entity if it will be a filing entity; The full text of the private organic rules of the converted entity which are proposed to be in a record; The other terms and conditions of the conversion; and Any other provision required by the law of this state or the organic rules of the converting entity. In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.

Miss. Code Ann. § 79-37-403 Approval of conversion.

A plan of conversion is not effective unless it has been approved: By a domestic converting entity: In a record, by each interest holder of a domestic converting entity which will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation: In accordance with the requirements, if any, in its organic rules for approval of a conversion; If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of: In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or By all of the interest holders of the entity entitled to vote on or consent to any matter if in the case of any entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a conversion or a merger; and The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision. A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.

Miss. Code Ann. § 79-37-404 Amendment or abandonment of plan of conversion.

A plan of conversion of a domestic converting entity may be amended: In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: A statement that the conversion has been abandoned in accordance with this section. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan; The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting entity may abandon the plan in the same manner as the plan was approved. If a plan of conversion is abandoned after a statement of conversion has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: The name of the converting entity; The date on which the statement of conversion was filed by the Secretary of State; and

Miss. Code Ann. § 79-37-405 Statement of conversion; effective date.

A statement of conversion must be signed on behalf of the converting entity and delivered to the Secretary of State for filing. A statement of conversion must contain: The name, jurisdiction of formation, and type of entity of the converting entity; The name, jurisdiction of formation, and type of entity of the converted entity; If the statement of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing; If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this article or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation; copies of the conversion documents from its jurisdiction of formation must be filed; If the converted entity is a domestic filing entity, its public organic record, as an attachment; If the converted entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and If the converted entity is a foreign entity, a mailing address to which the Secretary of State may send any process served on the Secretary of State pursuant to Section 79-37-406(e). In addition to the requirements of subsection (b), a statement of conversion may contain any other provision not prohibited by law. If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record. A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion. If the converted entity is a domestic entity, the conversion is effective when the statement of conversion is effective. If the converted entity is a foreign entity, the conversion is effective on the later of: The date and time provided by the organic law of the converted entity; or When the statement is effective.

Miss. Code Ann. § 79-37-406 Effect of conversion.

When a conversion becomes effective: The converted entity is: All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; If a converted entity is a filing entity, its public organic record is effective; If the converted entity is a limited liability partnership, its statement of qualification is effective; The private organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective; and The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 79-37-109 and the converting entity’s organic law. Organized under and subject to the organic law of the converted entity; and The same entity without interruption as the converting entity; Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the converting entity. When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the conversion becomes effective. When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic converting entity with respect to which the person had interest holder liability is subject to the following rules: The conversion does not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective. The person does not have interest holder liability under the organic law of the domestic converting entity for any debt, obligation, or other liability that arises after the conversion becomes effective. The organic law of the domestic converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred. The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred. When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law. If the converting entity is a registered foreign entity, its registration to do business in this state is amended to reflect its new status when the conversion becomes effective. A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

Miss. Code Ann. § 79-37-501 Domestication authorized.

Except as otherwise provided in this section, by complying with this article, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. Except as otherwise provided in this section, by complying with the provisions of this article applicable to foreign entities a foreign entity may become a domestic entity of the same type of entity in this state if the domestication is authorized by the law of the foreign entity’s jurisdiction of formation. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after January 1, 2015.

Miss. Code Ann. § 79-37-502 Plan of domestication.

A domestic entity may become a foreign entity in a domestication by approving a plan of domestication.The plan must be in a record and contain: The name and type of entity of the domesticating entity; The name and jurisdiction of formation of the domesticated entity; The manner of converting the interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; The proposed public organic record of the domesticated entity if it is a filing entity; The full text of the private organic rules of the domesticated entity that are proposed to be in a record; The other terms and conditions of the domestication; and Any other provision required by the law of this state or the organic rules of the domesticating entity. In addition to the requirements of subsection (a), a plan of domestication may contain any other provision not prohibited by law.

Miss. Code Ann. § 79-37-503 Approval of domestication.

A plan of domestication is not effective unless it has been approved: By a domestic domesticating entity: In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation: In accordance with the requirements, if any, in its organic rules for approval of a domestication; If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of: In the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type merger; or By all of the interest holders of the entity entitled to vote on or consent to any matter if in the case of an entity that is not a business corporation, neither its organic law nor organic rules provide for approval of a domestication or a merger; and The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and The interest holder consented in a record to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision. A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of formation.

Miss. Code Ann. § 79-37-504 Amendment or abandonment of plan of domestication.

A plan of domestication of a domestic domesticating entity may be amended: In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change: A statement that the domestication has been abandoned in accordance with this section. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan; The public organic record, if any, or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan.Unless prohibited by the plan, a domestic domesticating entity may abandon the plan in the same manner as the plan was approved. If a plan of domestication is abandoned after a statement of domestication has been delivered to the Secretary of State for filing and before the statement becomes effective, a statement of abandonment, signed by the entity, must be delivered to the Secretary of State for filing before the statement of domestication becomes effective.The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective.The statement of abandonment must contain: The name of the domesticating entity; The date on which the statement of domestication was filed by the Secretary of State; and

Miss. Code Ann. § 79-37-505 Statement of domestication; effective date.

A statement of domestication must be signed by the domesticating entity and delivered to the Secretary of State for filing. A statement of domestication must contain: The name, jurisdiction of formation, and type of entity of the domesticating entity; The name and jurisdiction of formation of the domesticated entity; If the statement of domestication is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety (90) days after the date of filing; If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this article or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; If the domesticated entity is a domestic filing entity, its public organic record, as an attachment; If the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; If the domesticated entity is a foreign entity that is not a registered foreign entity, a mailing address to which the Secretary of State may send any process served on the Secretary of State pursuant to Section 79-37-506(e); If the domesticated entity is a foreign entity, a copy of the filed domestication documents from the new jurisdiction as an attachment; and If the domesticated entity is a domestic entity, a certificate of good standing or certificate of existence from its jurisdiction of formation that is issued less than one hundred eighty (180) days before filing under this section. In addition to the requirements of subsection (b), a statement of domestication may contain any other provision not prohibited by law. If the domesticated entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record. A plan of domestication that is signed by a domesticating domestic entity and meets all of the requirements of subsection (b) may be delivered to the Secretary of State for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication refer to the plan of domestication filed under this subsection. A statement of domestication is effective on the date and time of filing or the later date and time specified in the statement of domestication. A domestication in which the domesticated entity is a domestic entity is effective when the statement of domestication is effective. A domestication in which the domesticated entity is a foreign entity is effective on the later of: The date and time provided by the organic law of the domesticated entity; or When the statement is effective.

Miss. Code Ann. § 79-37-506 Effect of domestication.

When a domestication becomes effective: The domesticated entity is: All property of the domesticating entity continues to be vested in the domesticated entity without transfer, reversion, or impairment; All debts, obligations, and other liabilities of the domesticating entity continue as debts, obligations, and other liabilities of the domesticated entity; Except as otherwise provided by law or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity remain in the domesticated entity; The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding; If the domesticated entity is a filing entity, its public organic record is effective; If the domesticated entity is a limited liability partnership, its statement of qualification is effective simultaneously; The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication are effective; and The interests in the domesticating entity are converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under Section 79-37-109 and the domesticating entity’s organic law. Organized under and subject to the organic law of the domesticated entity; and The same entity without interruption as the domesticating entity; Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the domesticating entity. When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective. When a domestication becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic domesticating entity with respect to which the person had interest holder liability is subject to the following rules: The domestication does not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective. A person does not have interest holder liability under the organic law of the domestic domesticating entity for any debt, obligation, or other liability that arises after the domestication becomes effective. The organic law of a domestic domesticating entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) as if the domestication had not occurred. A person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) as if the domestication had not occurred. When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities in accordance with applicable law. If a domesticating entity is a registered foreign entity, the registration to do business in this state of the domesticating entity is canceled when the domestication becomes effective. A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.

Miss. Code Ann. § 79-37-601 Consistency of application.

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

Miss. Code Ann. § 79-37-602 Relation to Electronic Signatures in Global and National Commerce Act.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC Section 7001, et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USC Section 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 USC Section 7003(b).

Miss. Code Ann. § 79-37-603 Savings clause.

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2015.

Miss. Code Ann. § 79-37-604 Severability clause.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
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

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