Senate Bill 2456

AN ACT TO AMEND SECTION 79-4-14.21, MISSISSIPPI CODE OF 1972, OF THE MISSISSIPPI BUSINESS CORPORATION ACT TO AUTHORIZE NOTICE OF DISSOLUTION BY ELECTRONIC MAIL TO REGISTERED AGENTS HAVING AN EMAIL ADDRESS ON FILE; TO AMEND SECTION 79-29-823, MISSISSIPPI CODE OF 1972, OF THE REVISED MISSISSIPPI LIMITED LIABILITY COMPANY ACT TO AUTHORIZE NOTICE OF DISSOLUTION BY ELECTRONIC MAIL TO REGISTERED AGENTS HAVING AN EMAIL ADDRESS ON FILE; AND FOR RELATED PURPOSES.

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

SECTION 1. 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 electronic mail to the email address of the registered agent of the corporation or 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 electronic mail to the email address of the registered agent of the limited liability company or 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 2. Section 79-29-823, Mississippi Code of 1972, is amended as follows:

79-29-823. (1) If the Secretary of State determines that one or more grounds exist under Section 79-29-821 for administratively dissolving a limited liability company, the Secretary of State shall serve the limited liability company with written notice of the determination under Section 79-35-13, except that such determination may be served by electronic mail to the email address of the registered agent of the corporation or by first-class mail.

(2) If the limited liability company 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 the service of the notice, the Secretary of State shall administratively dissolve the limited liability company by signing a certification of the administrative dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate of administrative dissolution and serve the limited liability company with a copy of the certificate of administrative dissolution under Section 79-35-13, except that such certificate of administrative dissolution may be served by first-class mail.

SECTION 3. This act shall take effect and be in force from and after its passage.