MISSISSIPPI LEGISLATURE

2018 Regular Session

To: Judiciary A

By: Representative Zuber

House Bill 795

AN ACT TO AMEND SECTION 79-4-10.05, MISSISSIPPI CODE OF 1972, TO REMOVE THE LIMITATIONS ON THE AUTHORITY OF THE BOARD OF DIRECTORS OF A CORPORATION TO CHANGE THE CORPORATE NAME WITHOUT SHAREHOLDER APPROVAL; AND FOR RELATED PURPOSES.

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

     SECTION 1.  Section 79-4-10.05, Mississippi Code of 1972, is amended as follows:

     79-4-10.05.  Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:

          (1)  To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

          (2)  To delete the names and addresses of the initial directors;

          (3)  To change the information required by Section 79-35-5(a);

          (4)  If the corporation has only one (1) class of shares outstanding:

              (a)  To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

              (b)  To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;

          (5)  To change the corporate name * * * by substituting the word "corporation," "incorporated," "company," "limited" or the abbreviation "corp.," "inc.," "co." or "ltd." for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution for the name;

          (6)  To reflect a reduction in authorized shares, as a result of the operation of Section 79-4-6.31(b), when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

          (7)  To delete a class of shares from the articles of incorporation, as a result of the operation of Section 79-4-6.31(b), when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

          (8)  To make any change expressly permitted by Section 79-4-6.02(a) or (b) to be made without shareholder approval.

     SECTION 2.  This act shall take effect and be in force from and after July 1, 2018.

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