MISSISSIPPI LEGISLATURE

2009 Regular Session

To: Judiciary A

By: Representative Baker (74th)

House Bill 515

AN ACT TO AMEND SECTIONS 79-4-14.22, 79-4-15.32 AND 79-11-351, MISSISSIPPI CODE OF 1972, TO REVISE FILING FOR REINSTATEMENT OF DISSOLVED CORPORATIONS; AND FOR RELATED PURPOSES.

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

     SECTION 1.  Section 79-4-14.22, Mississippi Code of 1972, is amended as follows:

     79-4-14.22.  (a)  A corporation administratively dissolved under Section 79-4-14.21 may apply to the Secretary of State for reinstatement either by filing for reinstatement in the chancery court of the county where the corporation is domiciled or by filing in the Chancery Court of Hinds County within five (5) years after the effective date of dissolution.  The applicant must:

          (1)  Recite the name of the corporation and the effective date of its administrative dissolution;

          (2)  State that the ground or grounds for dissolution either did not exist or have been eliminated;

          (3)  State that the corporation's name satisfies the requirements of Section 79-4-4.01; and

          (4)  Contain a certificate from the Mississippi State Tax Commission reciting that all taxes owed by the corporation have been paid.

     (b)  If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation under Section 79-4-5.04.

     (c)  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.

     SECTION 2.  Section 79-4-15.32, Mississippi Code of 1972, is amended as follows:

     79-4-15.32.  (a)  A foreign corporation whose certificate of authority is administratively revoked under Section 79-4-15.31 may apply to the Secretary of State for reinstatement either by filing for reinstatement in the chancery court of the county where the corporation is domiciled or by filing in the Chancery Court of Hinds County within five (5) years after the effective date of such revocation.  The application must:

          (1)  Recite the name of the corporation and the effective date of the administrative revocation;

          (2)  State that the ground or grounds for revocation either did not exist or have been eliminated;

          (3)  State that the corporation's name satisfies the requirements of Section 79-4-4.01; and

          (4)  Contain a certificate from the Mississippi State Tax Commission reciting that the corporation has properly filed all reports and paid all taxes and penalties required by revenue laws of this state.

     (b)  If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall reinstate the certificate of authority, prepare a certificate that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under Section 79-4-5.04.

     (c)  When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred.

     SECTION 3.  Section 79-11-351, Mississippi Code of 1972, is amended as follows:

     79-11-351.  (1)  A corporation administratively dissolved under Section 79-11-349 may apply to the Secretary of State for reinstatement by filing for reinstatement in the chancery court in the county where the corporation is domiciled or in the Chancery Court of Hinds County within five (5) years after the effective date of dissolution.  The application must:

          (a)  Recite the name of the corporation and the effective date of its administrative dissolution;

          (b)  State that the ground or grounds for dissolution either did not exist or have been eliminated;

          (c)  State that the corporation's name satisfies the requirements of Section 79-11-157; and

          (d)  Contain a certificate from the State Tax Commission reciting that all taxes owed by the corporation have been paid.

     (2)  If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation under Section 79-11-169.

     (3)  When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.

     SECTION 4.  This act shall take effect and be in force from and after July 1, 2009.