MISSISSIPPI LEGISLATURE
2017 Regular Session
To: Judiciary, Division A
By: Senator(s) Tindell
AN ACT TO AMEND SECTION 79-4-7.30, MISSISSIPPI CODE OF 1972, TO ELIMINATE THE MAXIMUM 10-YEAR PERIOD ON VOTING TRUST AGREEMENTS AND ALLOW THE VOTING TRUST AGREEMENT TO SET THE TIME OF DURATION; TO AMEND SECTION 79-4-14.21, MISSISSIPPI CODE OF 1972, TO ALLOW FOR WINDING-UP AFTER A CORPORATION HAS BEEN ADMINISTRATIVELY DISSOLVED; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 79-4-7.30, Mississippi Code of 1972, is amended as follows:
79-4-7.30. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b) A voting trust becomes
effective on the date the first shares subject to the trust are registered in
the trustee's name. A voting trust is valid for * * * the period specified in the
trust agreement.
(c) All or some of the
parties to a voting trust may extend it for additional terms * * * by signing
an extension agreement and obtaining the voting trustee's written consent to
the extension. An extension is valid for * * * the period specified in the extension
agreement. The voting trustee must deliver copies of the extension
agreement and list of beneficial owners to the corporation's principal office.
An extension agreement binds only those parties signing it.
SECTION 2. Section 79-4-14.21, Mississippi Code of 1972, is amended as follows:
79-4-14.21. (a) If the Secretary of State determines that one or more grounds exist under Section 79-4-14.20 for dissolving a corporation, he shall serve the corporation with written notice of his determination, except that such determination may be served by first-class mail.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty (60) days after service of the notice is perfected, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation, except that such certificate may be served by first-class mail.
(c) * * * A corporation that has been
administratively dissolved continues its corporate existence but may not carry
on any business except as necessary to wind up and liquidate its business and
affairs under Section 79-4-14.05 and notify claimants under Sections 79-4-14.06
and 79-4-14.07.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) The administrative dissolution of a corporation shall not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the corporation or prevent the corporation from defending any action, suit or proceeding in any court of this state.
(f) A corporation that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until the corporation is reinstated.
SECTION 3. This act shall take effect and be in force from and after July 1, 2017.