2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act
Article 14 - Dissolution.
Subarticle C - Judicial Dissolution.
§ 79-4-14.30. Grounds for judicial dissolution.

Universal Citation: MS Code § 79-4-14.30 (2018)
  • (a) The chancery court may dissolve a corporation:

    • (1) In a proceeding by the Attorney General if it is established that:

      • (i) The corporation obtained its articles of incorporation through fraud;

      • (ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;

    • (2) In a proceeding by a shareholder if it is established that:

      • (i) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

      • (ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;

      • (iii) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

      • (iv) The corporate assets are being misapplied or wasted;

    • (3) In a proceeding by a creditor if it is established that:

      • (i) The creditor’s claim has been reduced to judgment, the execution on the judgment return unsatisfied, and the corporation is insolvent; or

      • (ii) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or

    • (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or

    • (5) In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

  • (b) Subsection (a)(2) shall not apply in the case of a corporation that, on the date of the filing of the proceeding, has shares that are: (i) listed on the New York Stock Exchange, the American Stock Exchange, or any exchange owned or operated by the NASDAQ Stock Market, LLC, or listed or quoted on a system owned or operated by the National Association of Securities Dealers, Inc.; or (ii) not so listed or quoted, but are held by at least three hundred (300) shareholders and the shares outstanding have a market value of at least Twenty Million Dollars ($20,000,000.00) (exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial shareholders owning more than ten percent (10%) of such shares).

  • (c) In this section “beneficial shareholder” has the meaning specified in Section 79-4-13.01(2).

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