Bill Text: MS HB95 | 2014 | Regular Session | Introduced
Bill Title: Name reservation and registration for corporations; revise.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Failed) 2014-02-04 - Died In Committee [HB95 Detail]
Download: Mississippi-2014-HB95-Introduced.html
MISSISSIPPI LEGISLATURE
2014 Regular Session
To: Judiciary A
By: Representative Baker
House Bill 95
AN ACT TO AMEND SECTIONS 79-4-4.02, 79-11-159 AND 79-14-103, MISSISSIPPI CODE OF 1972, TO PROVIDE FOR RENEWABLE NAME RESERVATION; TO AMEND SECTION 79-29-111, MISSISSIPPI CODE OF 1972, TO EXTEND THE NAME RESERVATION PERIOD; TO REPEAL SECTIONS 79-4-4.03 AND 79-11-161, MISSISSIPPI CODE OF 1972, WHICH PROVIDE FOR THE REGISTRATION OF CORPORATE NAMES; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 79-4-4.02, Mississippi Code of 1972, is amended as follows:
79-4-4.02. (a) A person
may reserve the exclusive use of a corporate name under Section 79-4-4.01,
including a fictitious name for a foreign corporation whose corporate name is
not available, by delivering an application to the Secretary of State for
filing. The application must set forth the name and address of the applicant
and the name proposed to be reserved. If the Secretary of State finds that the
corporate name applied for is available, * * * the Secretary of State shall reserve
the name for the applicant's exclusive use for a * * * one-hundred-eighty-day period. The
one-hundred-eighty-day period may be renewed once by the applicant by filing a
renewal application within thirty (30) days of the expiration of the initial
one-hundred-eighty-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
(c) The reservation of a
specified name may be cancelled by delivering to * * * the Secretary of State a notice
of cancellation, specifying the name of the reservation to be cancelled and the
name and address of the owner or transferee.
(d) Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this section does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall prepare and return to the person who filed the instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.
(e) A fee as set forth in Section 79-4-1.22(3)-(4) of this chapter shall be paid at the time of the reservation of any name and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
SECTION 2. Section 79-11-159, Mississippi Code of 1972, is amended as follows:
79-11-159. (1) A person
may reserve the exclusive use of a corporate name under Section 79-11-157,
including a fictitious name for a foreign corporation whose corporate name is
not available, by delivering an application to the Secretary of State for
filing. Upon finding that the corporate name applied for is available, the
Secretary of State shall reserve the name for the applicant's exclusive use for
a * * *
period of one hundred eighty (180) days. The one-hundred-eighty-day period
may be renewed once by the applicant by filing a renewal application within
thirty (30) days after the expiration of the initial one-hundred-eighty-day
period.
(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
SECTION 3. Section 79-14-103, Mississippi Code of 1972, is amended as follows:
79-14-103. (a) The * * * right to the use of a legal
name under Section 79-14-102 may be reserved by:
(1) A person intending to organize a limited partnership under this chapter and to adopt that name;
(2) A domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(3) A foreign limited partnership intending to register in this state and adopt that name; and
(4) A person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.
(b) The reservation shall
be made by filing with the Secretary of State an application, * * *
signed by the
applicant, * * * specifying the name to be reserved and the name
and address of the applicant. If the Secretary of State finds that the
name is available for use as a legal name by a domestic or foreign
limited partnership, * * * the Secretary of State shall reserve the name for the
exclusive use of the applicant as a legal name for a period of one
hundred eighty (180) days. * * * The one-hundred-eighty-day period may be renewed once by
the applicant by filing a renewal application within thirty (30) days of the
expiration of the initial one-hundred-eighty-day period. The right to the
exclusive use of a reserved name may be transferred to any other person by * * * delivering to
the Secretary of State a notice of the transfer, * * * signed by the applicant for
whom the name was reserved and specifying the name and address of the
transferee.
(c) The reservation of a specified name may be cancelled by delivering to the Secretary of State a notice of cancellation, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
(d) Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this section does not conform to law, upon receipt of all filing fees required by law, the Secretary of State shall prepare and return to the person who filed the instrument a copy of the filed instrument with a notation thereon on the action taken by the Secretary of State.
(e) A fee set forth in Section 79-14-1104 of this chapter shall be paid at the time of the reservation of any name and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
SECTION 4. Section 79-29-111, Mississippi Code of 1972, is amended as follows:
79-29-111. (1) The right to the use of a legal name under Section 79-29-109 may be reserved by:
(a) A person intending to organize a limited liability company under this chapter and to adopt that name;
(b) A domestic limited liability company or any foreign limited liability company registered in this state which, in either case, intends to adopt that name;
(c) A foreign limited liability company intending to register in this state and adopt that name; and
(d) A person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.
(2) The
reservation shall be made by delivering to the Office of the Secretary of State
for filing an application, signed by the applicant, specifying the name to be
reserved and the name and address of the applicant. If the Secretary of State
finds that the name is available for use as a legal name by a domestic or
foreign limited liability company, the Secretary of State shall reserve the
name for the exclusive use of the applicant as a legal name for a period of one
hundred eighty (180) days. * * * The one-hundred-eighty-day period may be
renewed once by the applicant by filing a renewal application within thirty
(30) days of the expiration of the initial one-hundred-eighty-day period.
The right to the exclusive use of a reserved name may be transferred to any
other person by delivering to the Office of the Secretary of State a notice of
the transfer, signed by the applicant for whom the name was reserved and
specifying the name and address of the transferee.
(3) The reservation of a specified name may be cancelled by delivering to the Office of the Secretary of State a notice of cancellation, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
(4) Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this section does not conform to law, upon receipt of all filing fees required by law the Secretary of State shall prepare and return to the person who filed the instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.
(5) A fee as set forth in Section 79-29-1203 of this chapter shall be paid at the time of the reservation of any name and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
SECTION 5. Section 79-4-4.03, Mississippi Code of 1972, which provides for the registration of corporate names, is repealed.
SECTION 6. Section 79-11-161, Mississippi Code of 1972, which provides for the registration of a foreign corporation's corporate name, is repealed.
SECTION 7. This act shall take effect and be in force from and after July 1, 2014.
