2002 Regular Session
To: Ways and Means
By: Representative McCoy
AN ACT TO AMEND SECTION 27-13-27, MISSISSIPPI CODE OF 1972, TO AUTHORIZE THE STATE TAX COMMISSION TO REQUEST THE SECRETARY OF STATE TO SEEK THE ADMINISTRATIVE DISSOLUTION OF A CORPORATION OR REVOCATION OF THE CERTIFICATE OF AUTHORITY OF A FOREIGN CORPORATION FOR FAILURE TO PAY THE STATE CORPORATION FRANCHISE TAX; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 27-13-27, Mississippi Code of 1972, is amended as follows:
27-13-27. (1) If any corporation or organization taxable under this chapter after receiving due process under the provisions of this chapter, shall fail or refuse to pay the tax demanded and determined by the commissioner, together with all penalties and interest shown to be due, or if such corporation or organization shall fail to file a protest against such assessment, or appeal therefrom, then the commissioner, in addition to the other authority conferred upon him in this chapter, may request the administrative dissolution of such corporation or organization pursuant to Sections 79-4-14.20 through 79-4-14.23, or the revocation of the certificate of authority of such corporation or organization pursuant to Section 79-4-15.30 through 79-4-15.33, as the case may be. Whereupon, the commissioner shall notify the Secretary of State of such request for administrative dissolution or revocation of certificate of authority.
(2) Any officer, agent, or employee of any organization subject to the provisions of this chapter, who shall exercise, attempt to exercise or cause to be exercised, any of the rights, privileges, powers or franchises of any such organization after such administrative dissolution or revocation of certificate of authority shall be deemed to have acted in violation of the provisions of this chapter, and as a penalty therefor, shall be fined a sum not less than One Hundred Dollars ($100.00) and not more than One Thousand Dollars ($1,000.00) to be collected by the Attorney General of the State of Mississippi upon recommendation of the commissioner, by appropriate action in any court of competent jurisdiction and each such act shall be deemed a separate violation of the provisions of this chapter, and the amount of the penalty shall be stated in the action brought by the Attorney General of the State of Mississippi. The penalty herein provided shall be against the person violating the provisions of this chapter and be proceeded against in personam and shall be in addition to the tax, interest, penalty and increase assessed against the organization, nor shall its collection or settlement in any way relieve the organization as such from its liabilities. Provided, however, that the commissioner, for good cause shown in writing, and satisfactory explanation of the delinquency or violation, may recommend the compromise or cessation of the action against the offending officer, agent or employee and the Attorney General of the State of Mississippi shall be governed by the recommendation of the commissioner.
(3) If any organization thus administratively dissolved or for which a certificate of authority has been revoked shall appear, either by its principal officer or officers, or its attorney, within twelve (12) months from the date of such administrative dissolution or revocation of certificate of authority, and make satisfactory explanation of the cause of the default; and pay all taxes due, together with all interest, penalties and increases finally determined by the commissioner to be due, then it shall be the duty of the commissioner to * * * immediately notify the Secretary of State * * *.
(4) Upon the setting aside of such administrative dissolution or revocation of certificate of authority, said organization shall be restored to all rights of which it was deprived by such administrative dissolution or revocation of certificate of authority, and authorized to resume all activities as though said administrative dissolution or revocation of certificate of authority had not been imposed.
(5) If, however, the administrative dissolution or revocation of certificate of authority has not been set aside within a period of twelve (12) months from the date of the original imposition thereof, all rights to have such administrative dissolution or revocation of certificate of authority set aside shall cease; and after the expiration of said twelve-month period, said organization, insofar as being a going concern, with rights to exercise powers originally granted are concerned, shall be considered as nonexistent; and the disposition of assets, and winding up of the affairs of the organization may be accomplished in such manner as may be provided by law.
SECTION 2. This act shall take effect and be in force from and after its passage.