{"data":{"id":"us-ms/miss.-code-ann.-79-11-341","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-11-341","heading":"Winding up and liquidation.","body":"(1) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:\n(a) Preserving and protecting its assets and minimizing its liabilities;\n(b) Discharging or making provision for discharging its liabilities and obligations;\n(c) Disposing of its properties that will not be distributed in kind;\n(d) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;\n(e) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and\n(f) Doing every other act necessary to wind up and liquidate its assets and affairs.\n(2) Dissolution of a corporation does not:\n(a) Transfer title to the corporation’s property;\n(b) Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275;\n(c) Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;\n(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;\n(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n(f) Terminate the authority of the registered agent.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 11. Nonprofit, Nonshare Corporations and Religious Societies","Mississippi Nonprofit Corporation Act"],"source_url":"https://archive.org/download/gov.ms.code.ann.2018/release78.2020.07.08/gov.ms.code.title.79.odt","current_through":"2020-07-08","vintage":"Mississippi Code Release 78 (2020-07), retrieved 2026-09-17","retrieved_at":"2026-10-27T05:54:23Z","sha256":"ed0ea75d531577bfd3eb3f49302624e2d68eeddaa0dcea9118906af6987740bd","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-11-339","next":"us-ms/miss.-code-ann.-79-11-343","notices":[{"id":"open-us-law","title":"Open US Law compilation","text":"Compilation CC BY 4.0, Open US Law (Vaquill AI). GroundRules uses only the releases published under CC BY 4.0: from v2026.09 the compilation is licensed CC BY-NC 4.0, and GroundRules does not use those releases. Each affected row names its release in its vintage label. GroundRules parsed and filtered the compilation to retain enacted text.","url":"https://huggingface.co/datasets/vaquill/open-us-law","license_url":"https://creativecommons.org/licenses/by/4.0/"},{"id":"pro-ms","title":"Mississippi Release 78 supplement","text":"Mississippi electronic product files were republished by Public.Resource.Org under a public-domain dedication. GroundRules uses enacted text from Release 78 only as a labeled supplement to the newer Open US Law rows.","url":"https://archive.org/details/gov.ms.code.ann.2018"}]},"notice":"GroundRules: Original legal text. Not legal advice."}