MISSISSIPPI LEGISLATURE

1997 Regular Session

To: Judiciary A

By: Representative Endt

AN ACT TO AMEND SECTIONS 79-4-14.05 AND 79-4-14.33, MISSISSIPPI CODE OF 1972, TO PROVIDE A PENALTY FOR DOING BUSINESS UNDER THE NAME OF A DISSOLVED CORPORATION; AND FOR RELATED PURPOSES. 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. Section 79-4-14.05, Mississippi Code of 1972, is amended as follows:

79-4-14.05. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that

appropriate to wind up and liquidate its business and affairs,

including:

(1) Collecting its assets;

(2) Disposing of its properties that will not be

distributed in kind to its shareholders;

(3) Discharging or making provision for discharging its

liabilities;

(4) Distributing its remaining property among its

shareholders according to their interests; and

(5) Doing every other act necessary to wind up and

liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(1) Transfer title to the corporation's property;

(2) Prevent transfer of its shares of securities,

although the authorization to dissolve may provide for closing the

corporation's share transfer records;

(3) Subject its directors and officers to standards of

conduct different from those prescribed in Article 8;

(4) Change quorum or voting requirements for its board

of directors or shareholders; change provisions for selection,

resignation or removal of its directors or officers or both; or

change provisions for amending its bylaws;

(5) Prevent commencement of a proceeding by or against

the corporation in its corporate name;

(6) Abate or suspend a proceeding pending by or against

the corporation on the effective date of dissolution; or

(7) Terminate the authority of the registered agent of

the corporation.

(c) A dissolved corporation or any officer of a dissolved corporation that continues doing business or does business under the name of the dissolved corporation in any manner other than as authorized by this section shall be fined not less than Two Thousand Five Hundred Dollars ($2,500.00) nor more than Ten Thousand Dollars ($10,000.00), and any such officer may be imprisoned for up to five (5) years in the State Penitentiary in addition to being fined.

SECTION 2. Section 79-4-14.33, Mississippi Code of 1972, is amended as follows:

79-4-14.33. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in Section 79-4-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State who shall file it.

(b) After entering the decree of dissolution, the court

shall direct the winding up and liquidation of the corporation's

business and affairs in accordance with Section 79-4-14.05, and the notification of claimants in accordance with Sections 79-4-14.06 and 79-4-14.07, and shall notify the officers of the dissolved corporation of the penalties for doing business under the name of a dissolved corporation as provided in Section 79-4-14.05.

SECTION 3. This act shall take effect and be in force from and after July 1, 1997.