2005 Regular Session
To: Judiciary, Division A
By: Senator(s) Clarke
AN ACT TO AMEND SECTION 79-4-16.22, MISSISSIPPI CODE OF 1972, TO REQUIRE CERTAIN CORPORATIONS TO FILE THE REQUIRED ANNUAL REPORTS WITH THE STATE TAX COMMISSION AND TO PROVIDE THAT THE FEES COLLECTED FOR FILING ANNUAL REPORTS SHALL BE TRANSFERRED TO THE STATE GENERAL FUND; TO AMEND SECTIONS 79-4-1.20 AND 79-4-1.22, MISSISSIPPI CODE OF 1972, IN CONFORMITY THERETO; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 79-4-16.22, Mississippi Code of 1972, is amended as follows:
79-4-16.22. (a) Each domestic corporation, and each foreign corporation authorized to transact business in this state, shall deliver as an attachment to its income tax return * * * an annual report to the State Tax Commission within two and one-half (2-1/2) months of its fiscal year end unless an extension is approved. All annual reports shall be forwarded by the State Tax Commission to the Secretary of State within a reasonable time for recording. The report shall set forth:
(1) The name of the corporation and the state or country under whose law it is incorporated;
(2) The address of its registered office and the name of its registered agent at that office in this state;
(3) The address of its principal office;
(4) The names and business addresses of its directors and principal officers;
(5) A brief description of the nature of its business;
(6) The total number of authorized shares, itemized by class and series, if any, within each class; and
(7) The total number of issued and outstanding shares, itemized by class and series, if any, within each class.
(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c) If an annual report does not contain the information required by this section, the Secretary of State shall notify promptly the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within thirty (30) days after the effective date of notice, it is deemed to be timely filed.
(d) A fee of Twenty-five Dollars ($25.00) shall be collected by the State Tax Commission for the filing of each annual report and the proceeds of the fee shall be deposited promptly, not less than monthly, to the State General Fund.
SECTION 2. Section 79-4-1.20, Mississippi Code of 1972, is amended as follows:
79-4-1.20. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.
(b) Except as required in Section 79-4-16.22, Section 79-4-1.01 et seq. must require or permit filing the document in the Office of the Secretary of State.
(c) The document must contain the information required by Section 79-4-1.01 et seq. It may contain other information as well.
(d) The document must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State or other receiving entity in typewritten or printed form.
(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:
(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain a corporate seal, an attestation, acknowledgment or verification. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing.
(h) If the Secretary of State has prescribed a mandatory form for the document under Section 79-4-1.21, the document must be in or on the prescribed form.
(i) Except as provided in Section 79-4-16.22, the document must be delivered to the Office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent and in the manner permitted by the Secretary of State or, for annual reports, the State Tax Commission. If it is filed in typewritten or printed form and not transmitted electronically, the Secretary of State or, for annual reports, the State Tax Commission, may require one (1) exact or conformed copy to be delivered with the document except as provided in Sections 79-4-5.03 and 79-4-15.09.
(j) When the document is delivered to the Office of the Secretary of State or, for annual reports, the State Tax Commission, for filing, the correct filing fee, and any franchise tax, license fee, or penalty required to be paid therewith by this section or any other law must be paid or provision for payment made in a manner permitted by the Secretary of State or, for annual reports, the State Tax Commission. For annual reports, the exact or conformed copy of the annual report shall be forwarded promptly by the State Tax Commission to the office of the Secretary of State.
(k) Whenever a provision of this chapter permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
(1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document.
(2) The facts may include, but are not limited to:
(i) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(ii) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
(iii) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
(3) As used in this subsection:
(i) "Filed document" means a document filed with the Secretary of State or, for annual reports, the State Tax Commission, under any provision of this chapter except Chapter 15 or Section 16.21; and
(ii) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger or share exchange.
(4) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:
(i) The name and address of any person required in a filed document.
(ii) The registered office of any entity required in a filed document.
(iii) The registered agent of any entity required in a filed document.
(iv) The number of authorized shares and designation of each class or series of shares.
(v) The effective date of a filed document.
(vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subsection (k)(2)(i) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of State or, for annual reports, the State Tax Commission, articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subsection (k)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
SECTION 3. Section 79-4-1.22, Mississippi Code of 1972, is amended as follows:
79-4-1.22. (a) The Secretary of State or, for annual reports, the State Tax Commission, shall collect the following fees when the documents described in this subsection are delivered to him for filing:
(1) Articles of incorporation $50.00
(2) Application for use of indistinguishable name 25.00
(3) Application for reserved name 25.00
(4) Notice of transfer of reserved name 25.00
(5) Application for registered name 50.00
(6) Application for renewal of registered name 50.00
(7) Corporation's statement of change of registered
agent or registered office or both 10.00
(8) Agent's statement of change of registered office for each affected corporation 10.00
not to exceed a total of 1,000.00
(9) Agent's statement of resignation No fee
(10) Amendment of articles of incorporation 50.00
(11) Restatement of articles of incorporation 50.00
with amendment of articles 50.00
(12) Articles of merger or share exchange 50.00
(13) Articles of dissolution 25.00
(14) Articles of revocation of dissolution 25.00
(15) Certificate of administrative dissolution No fee
(16) Application for reinstatement following
administrative dissolution 50.00
(17) Certificate of reinstatement No fee
(18) Certificate of judicial dissolution No fee
(19) Application for certificate of authority 500.00
(20) Application for amended certificate of
(21) Application for certificate of withdrawal 25.00
(22) Certificate of revocation of authority to
transact business No fee
(23) Application for reinstatement following
administrative revocation 100.00
(24) Certificate of reinstatement No fee
(25) Annual report 25.00
(26) Articles of correction 50.00
(27) Application for certificate of existence or authorization 25.00
(28) Any other document required or permitted to
be filed by Section 79-4-1.01 et seq. 25.00
(b) The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on him under Section 79-4-1.01 et seq. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.
(c) The Secretary of State shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:
(1) One Dollar ($1.00) a page for copying; and
(2) Ten Dollars ($10.00) for the certificate.
(d) The Secretary of State may collect a filing fee greater than the fee set out herein, not to exceed the actual costs of processing such filing, if the form for such filing prescribed by the Secretary of State has not been used.
SECTION 4. This act shall take effect and be in force from and after January 1, 2006.