2020 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act
Article 14 - Dissolution
Voluntary Dissolution
§ 79-4-14.05. Effect of dissolution
A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
- Collecting its assets;
- Disposing of its properties that will not be distributed in kind to its shareholders;
- Discharging or making provision for discharging its liabilities;
- Distributing its remaining property among its shareholders according to their interests; and
- Doing every other act necessary to wind up and liquidate its business and affairs.
- Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
- Terminate the authority of the registered agent of the corporation.
Dissolution of a corporation does not:
Transfer title to the corporation's property;
Prevent transfer of its shares of securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
Subject its directors and officers to standards of conduct different from those prescribed in Article 8;
Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
Prevent commencement of a proceeding by or against the corporation in its corporate name;