Mississippi State Statute Code

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SEC. 79-4-2.01.

Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.

SEC. 79-4-2.06.

Bylaws.

  1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
  2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

SEC. 79-4-6.01.

Authorized shares.

  1. The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series and must describe, prior to the issuance of shares of a class or series, the terms, including the preferences, rights, and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series must have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series.
  2. The articles of incorporation must authorize:
    1. One or more classes or series of shares that together have unlimited voting rights, and
    2. One or more classes or series of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
  3. The articles of incorporation may authorize one or more classes or series of shares that:
    1. Have special, conditional or limited voting rights, or no right to vote, except to the extent otherwise provided by Section 79-4-1.01 et seq.;
    2. Are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder or another person or upon the occurrence of a specified event; (ii) for cash, indebtedness, securities or other property; and (iii) at prices and in amounts specified or determined in accordance with a * * * formula * * *;
    3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or
    4. Have preference over any other class or series of shares with respect to distributions, including * * * distributions upon the dissolution of the corporation.
  4. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with Section 79-4-1.20(k).
  5. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
  6. The description of the preferences, rights and limitations of classes or series of shares * * * in subsection (c) is not exhaustive.
  7. The description of the designations, preferences, limitations and relative rights of share classes in subsection (c) is not exhaustive.

SEC. 79-4-6.22.

Liability of shareholders.

  1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (Section 79-4-6.21) or specified in the subscription agreement (Section 79-4-6.20).
  2. A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

SEC. 79-4-8.01.

Requirement for Board of Directors; exception; duties of Board.

  1. Except as provided in Section 79-4-7.32, each corporation must have a board of directors.
  2. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 79-4-7.32.

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SEC. 79-29-302.

Management of limited liability company.

Except to the extent that the certificate of formation provides for management of a limited liability company by a manager or managers, management of a limited liability company shall be vested in its members. The certificate of formation or limited liability company agreement may impose limitations on the powers and authorities of the manager or managers of the limited liability company.

SEC. 79-29-305.

Liability to third parties.

  1. A person who is a member of a limited liability company is not liable, by reason of being a member, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company.
  2. A member of a limited liability company is not a proper party to a proceeding by or against a limited liability company, by reason of being a member of the limited liability company, except:
    1. Where the object of the proceeding is to enforce a member's right against or liability to the limited liability company; or
    2. In a derivative action brought pursuant to Article 11 of this chapter.
  3. Notwithstanding the provisions of subsections (1) and (2) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.