House Bill 789

AN ACT TO AMEND SECTION 79-4-1.22, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO CLARIFY FEES CHARGED AND COLLECTED BY THE SECRETARY OF STATE UNDER THE BUSINESS CORPORATION ACT; TO AMEND SECTION 79-4-1.25, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE THE TIME IN WHICH THE SECRETARY OF STATE MUST DELIVER NOTICE OF A REFUSAL TO FILE A DOCUMENT; TO AMEND SECTION 79-4-1.29, MISSISSIPPI CODE OF 1972, TO REVISE THE FINE FOR KNOWINGLY SIGNING A FALSE DOCUMENT; TO AMEND SECTION 79-4-1.40, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS; TO AMEND SECTION 79-4-1.41, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE FORMS OF NOTICE CONSIDERED SUFFICIENT UNDER THE ACT; TO AMEND SECTION 79-4-4.01, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE REQUIREMENTS PERTAINING TO CORPORATION NAMES; TO AMEND SECTION 79-4-4.02, MISSISSIPPI CODE OF 1972, TO REVISE RESERVATION OF A CORPORATE NAME; TO AMEND SECTION 79-4-6.20, MISSISSIPPI CODE OF 1972, TO MAKE A TECHNICAL REVISION TO THE PROVISION DEALING WITH SUBSCRIPTION OF SHARES; TO AMEND SECTION 79-4-7.04, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE THE ELECTRONIC TRANSMISSION OF CONSENT TO AN ACTION; TO AMEND SECTION 79-4-7.05, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR REMOTE PARTICIPATION; TO CREATE SECTION 79-4-7.09, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR ELECTRONIC SHAREHOLDER MEETINGS; TO AMEND SECTION 79-4-7.22, MISSISSIPPI CODE OF 1972, TO ALLOW ELECTRONIC APPOINTMENT OF A PROXY; TO AMEND SECTION 79-4-7.42, MISSISSIPPI CODE OF 1972, TO CLARIFY THE DATE OF DELIVERY OF A WRITTEN DEMAND; TO AMEND SECTION 79-4-8.01, MISSISSIPPI CODE OF 1972, TO CLARIFY THE EXERCISE OF POWER BY THE BOARD OF DIRECTORS; TO AMEND SECTION 79-4-8.05, MISSISSIPPI CODE OF 1972, TO CLARIFY THE EXPIRATION OF TERMS OF THE BOARD OF DIRECTORS; TO AMEND SECTION 79-4-8.06, MISSISSIPPI CODE OF 1972, TO CLARIFY THE STAGGERING OF TERMS OF THE BOARD OF DIRECTORS; TO AMEND SECTION 79-4-8.07, MISSISSIPPI CODE OF 1972, TO CLARIFY THE RESIGNATION OF DIRECTORS; TO AMEND SECTION 79-4-8.10, MISSISSIPPI CODE OF 1972, TO CLARIFY THE FILLING OF VACANCIES ON THE BOARD OF DIRECTORS; TO AMEND SECTION 79-4-8.24, MISSISSIPPI CODE OF 1972, TO CLARIFY THE PRESUMPTION OF ASSENT TO CORPORATE ACTIONS; TO CREATE SECTION 79-4-8.26, MISSISSIPPI CODE OF 1972, TO CLARIFY THE SUBMISSION OF A MATTER TO THE SHAREHOLDERS FOR A VOTE WHEN THE ACTION IS NOT RECOMMENDED BY THE BOARD; TO AMEND SECTION 79-4-8.31, MISSISSIPPI CODE OF 1972, TO REVISE THE POTENTIAL LIABILITY OF A DIRECTOR; TO AMEND SECTION 79-4-8.50, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS; TO AMEND SECTION 79-4-8.53, MISSISSIPPI CODE OF 1972, TO CLARIFY PAYMENT OF EXPENSES OF LITIGATION; TO AMEND SECTION 79-4-8.58, MISSISSIPPI CODE OF 1972, TO RESTRICT IMPAIRMENT OF ANY EXISTING RIGHT OF INDEMNIFICATION OR RIGHT TO ADVANCES FOR EXPENSES BY THE SUBSEQUENT AMENDMENT OF CORPORATE ARTICLES OR BYLAWS; TO AMEND SECTION 79-4-8.60, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS; TO AMEND SECTION 79-4-11.01, MISSISSIPPI CODE OF 1972, TO REVISE DEFINITIONS; TO AMEND SECTIONS 79-4-11.02, 79-4-11.03 AND 79-4-11.04, MISSISSIPPI CODE OF 1972, TO CONFORM TO THE NEW DEFINITIONS OF "INTERESTS," "ELIGIBLE INTERESTS" AND "MEMBERSHIP"; TO AMEND SECTION 79-4-11.06, MISSISSIPPI CODE OF 1972, TO CLARIFY FILING OF ARTICLES OF INCORPORATION; TO AMEND SECTION 79-4-11.07, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO CONFORM TO THE NEW DEFINITIONS OF "INTERESTS," "ELIGIBLE INTERESTS" AND "MEMBERSHIP"; TO AMEND SECTION 79-4-11.08, MISSISSIPPI CODE OF 1972, TO CLARIFY ABANDONMENT OF A PLAN OF MERGER OR SHARE EXCHANGE; TO AMEND SECTION 79-4-13.20, MISSISSIPPI CODE OF 1972, TO CLARIFY CERTAIN NOTICES TO SHAREHOLDERS; TO AMEND SECTION 79-4-13.21, MISSISSIPPI CODE OF 1972, TO CLARIFY ASSENT TO AN ACTION TO ASSERT APPRAISAL RIGHTS; TO AMEND SECTION 79-4-13.22, MISSISSIPPI CODE OF 1972, TO REVISE THE FORM OF NOTICE OF AN ACTION REQUIRING APPRAISAL RIGHTS; TO AMEND SECTION 79-4-14.21, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE NOTICE OF DISSOLUTION; TO AMEND SECTION 79-4-14.22, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO REVISE REINSTATEMENT; TO AMEND SECTION 79-4-15.01, MISSISSIPPI CODE OF 1972, TO REVISE THE ACTIVITIES REQUIRING CERTIFICATE; TO AMEND SECTION 79-4-15.02, MISSISSIPPI CODE OF 1972, TO CLARIFY THE TRANSACTION OF BUSINESS WITHOUT AUTHORITY; TO AMEND SECTION 79-4-15.06, MISSISSIPPI CODE OF 1972, TO REVISE THE REQUIREMENTS THAT APPLY TO A CORPORATE NAME; TO AMEND SECTION 79-4-15.31, MISSISSIPPI CODE OF 1972, TO REVISE REVOCATION OF A FOREIGN CORPORATION'S CERTIFICATE OF AUTHORITY; TO AMEND SECTION 79-4-15.32, MISSISSIPPI CODE OF 1972, AS AMENDED BY HOUSE BILL NO. 1162, 2012 REGULAR SESSION, TO CLARIFY THE CONTINUATION IN BUSINESS OF A FOREIGN CORPORATION THAT IS REINSTATED AFTER ADMINISTRATIVE DISSOLUTION; TO AMEND SECTION 79-4-16.01, MISSISSIPPI CODE OF 1972, TO CLARIFY REQUIRED RECORD KEEPING; TO AMEND SECTION 79-4-16.02, MISSISSIPPI CODE OF 1972, TO CLARIFY A SHAREHOLDER'S RIGHT OF INSPECTION; TO AMEND SECTION 79-4-16.06, MISSISSIPPI CODE OF 1972, TO CLARIFY NOTICE TO SHAREHOLDERS; TO AMEND SECTION 79-4-16.20, MISSISSIPPI CODE OF 1972, TO CLARIFY THE ANNUAL FINANCIAL STATEMENT REQUIREMENT; TO CREATE SECTION 79-4-17.05, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR THE RELATION OF THE ACT TO THE FEDERAL ELECTRONIC SIGNATURES ACT; TO REPEAL SECTION 79-4-16.21, MISSISSIPPI CODE OF 1972, DEALING WITH THE REPORTING OF THE INDEMNIFICATION OF OR EXPENSE ADVANCES TO A DIRECTOR AND CERTAIN SHARE ISSUES BY THE CORPORATION; AND FOR RELATED PURPOSES.

In the House of Representatives

• Angela Cockerham

  Sponsor

• Senate floor amendmentAdopted

  Adopted Apr 9

l9n doesn't hold this bill's text yet.

In the House of Representatives Feb 20 – Mar 7

1. Feb 20Referred to the House committee on Judiciary A
2. Feb 22Reported from committee in the House: title sufficient, do pass
3. Mar 7Passed the House

In the Senate Mar 8 – Apr 9

1. Mar 8Sent to the Senate
2. Mar 15Referred to the Senate committee on Judiciary, Division A
3. Mar 27Reported from committee in the Senate: title sufficient, do pass
4. Apr 9Amended in the Senate
5. Passed the Senate as amended

Back in the House of Representatives Apr 10 – Apr 18

1. Apr 10Returned to the House to concur in the Senate's amendments
2. Apr 11Concurred in the House in the Senate's amendments
3. Apr 18Enrolled bill signed in the House

To the Governor Apr 18 – Apr 24

1. Apr 18Enrolled bill signed in the Senate
2. Apr 24Approved by the Governor