MISSISSIPPI LEGISLATURE

2018 Regular Session

To: Judiciary, Division A

By: Senator(s) Doty

Senate Bill 2619

AN ACT TO AMEND SECTION 79-4-10.05, MISSISSIPPI CODE OF 1972, TO REVISE CHANGE OF THE NAME OF A CORPORATION BY THE BOARD OF DIRECTORS; 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)  To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;

          ( * * *45)  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;

          ( * * *56)  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;

          ( * * *67)  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;

          ( * * *78)  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

          ( * * *89)  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 its passage.

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