Bill Text: MS HB1101 | 2023 | Regular Session | Enrolled
Bill Title: Corporations and LLCs; authorize determination notices and certificates of administrative dissolution to be served by email to registered agent.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Passed) 2023-03-23 - Approved by Governor [HB1101 Detail]
Download: Mississippi-2023-HB1101-Enrolled.html
MISSISSIPPI LEGISLATURE
2023 Regular Session
To: Judiciary A
By: Representative Deweese
House Bill 1101
(As Sent to Governor)
AN ACT TO AMEND SECTIONS 79-4-14.21 AND 79-29-823, MISSISSIPPI CODE OF 1972, TO AUTHORIZE THE SECRETARY OF STATE TO SERVE DETERMINATION NOTICES AND CERTIFICATES OF ADMINISTRATIVE DISSOLUTION ON CORPORATIONS AND LIMITED LIABILITY COMPANIES BY EMAIL TO THE REGISTERED AGENT OF A CORPORATION OR LIMITED LIABILITY COMPANY AS INDICATED BY THE ENTITY; 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 either by electronic mail to the email address of the registered agent
of the corporation or by first-class mail as indicated by 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 either by electronic mail to the email address of the registered agent
of the corporation or by first-class mail as indicated by 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 79-29-823, 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 either by electronic mail to the email address of the registered agent
of the limited liability company or by first-class mail as indicated by 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 either by electronic mail to the email address of the registered agent
of the limited liability company or by first-class mail as indicated by the
limited liability company.
SECTION 3. This act shall take effect and be in force from and after July 1, 2023.
