MISSISSIPPI LEGISLATURE
2024 Regular Session
To: Business and Commerce
By: Representative Deweese
AN ACT TO AMEND SECTION 79-4-14.21, MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF DISSOLUTION TO A CORPORATION BY ELECTRONIC MAIL ONLY; TO AMEND SECTION 79-4-15.31, MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF REVOCATION OF A CERTIFICATE OF AUTHORITY TO A CORPORATION BY ELECTRONIC MAIL ONLY; TO AMEND SECTION 79-29-823, MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF DISSOLUTION TO A LIMITED LIABILITY COMPANY BY ELECTRONIC MAIL ONLY; TO AMEND SECTION 79-29-1023, MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF ADMINISTRATIVE REVOCATION OF REGISTRATION TO A FOREIGN LIMITED LIABILITY COMPANY BY ELECTRONIC MAIL ONLY; 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. Such determination may be served * * * by electronic mail to the email address of
the registered agent of the corporation * * *.
(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, which certificate may be served * * * by electronic mail to the email address of
the registered agent of the corporation * * *.
(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 79-4-15.31, Mississippi Code of 1972, is amended as follows:
79-4-15.31. (a) If the
Secretary of State determines that one or more grounds exist under Section 79-4-15.30
for revocation of a certificate of authority, he shall serve the foreign corporation
with written notice of his determination under Section 79-4-15.10, except that
such determination may be served by * * * electronic mail to the
email address of the registered agent of the corporation.
(b) If the foreign corporation
does not correct each ground for revocation 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 under Section 79-4-15.10, the Secretary of State may revoke
the foreign corporation's certificate of authority by signing a certificate of
revocation that recites the ground or grounds for revocation and its effective
date. The Secretary of State shall file the original of the certificate and
serve a copy on the foreign corporation under Section 79-4-15.10, except that
such certificate may be served by * * * electronic mail to the
email address of the registered agent of the corporation.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under the Mississippi Rules of Civil Procedure is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
(f) The administrative revocation of a foreign corporation's certificate of authority shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign corporation or prevent the foreign corporation from defending any action, suit or proceeding with any court of this state.
(g) A foreign corporation whose registration has been administratively revoked may not maintain any action, suit or proceeding in any court of this state until such foreign corporation's certificate of authority has been reinstated.
SECTION 3. 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.
Such determination may be served * * * by electronic mail to the email address of
the registered agent of the limited liability company * * *.
(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, which certificate of administrative dissolution may be served * * * by electronic mail to the email address of
the registered agent of the limited liability company * * *.
SECTION 4. Section 79-29-1023, Mississippi Code of 1972, is amended as follows:
79-29-1023. (1) If the
Secretary of State determines that one or more grounds exist under Section 79-29-1021
for administrative revocation of registration, the Secretary of State shall
serve the foreign 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 foreign limited liability company.
(2) If the foreign limited
liability company does not correct each ground for administrative revocation 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 may
administratively revoke the foreign limited liability company's registration by
signing a certificate of administrative revocation that recites the ground or
grounds for administrative revocation and its effective date. The Secretary of
State shall file the original of the certificate of administrative revocation
and serve the foreign limited liability company with a copy of the certificate
of administrative revocation under Section 79-35-13, except that such
certificate of administrative revocation may be served by * * * electronic mail to the
email address of the registered agent of the foreign limited liability company.
(3) The authority of a foreign limited liability company to transact business in this state ceases on the date shown on the certificate of administrative revocation.
(4) The Secretary of State's administrative revocation of a foreign limited liability company's registration appoints the Secretary of State the foreign limited liability company's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability company. Upon receipt of process and the payment of the fee specified in Section 79-35-13, the Secretary of State shall mail a copy of the process to the foreign limited liability company at the office of its registered agent, or if the agent has resigned or cannot be located, at its principal office shown in its most recent communication received from the foreign limited liability company stating the current mailing address of its principal office, or, if none are on file, in its application for registration of foreign limited liability company.
(5) Administrative revocation of a foreign limited liability company's registration does not terminate the authority of the registered agent of the foreign limited liability company.
(6) The administrative revocation of the registration of a foreign limited liability company shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding with any court of this state.
(7) A member, manager or officer of a foreign limited liability company is not liable for the debts, obligations or liabilities of such foreign limited liability company solely by reason of the administrative revocation of the registration of a foreign limited liability company.
(8) A foreign limited liability company whose registration has been administratively revoked may not maintain any action, suit or proceeding in any court of this state until such foreign limited liability company's registration has been reinstated. An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of such foreign limited liability company on any right, claim or demand arising out of the transaction of business by a foreign limited liability company after the administrative revocation.
SECTION 5. This act shall take effect and be in force from and after July 1, 2024.