{"data":{"id":"us-ms/miss.-code-ann.-79-11-355","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-11-355","heading":"Dissolution by court order; parties who may bring action; grounds for court-ordered dissolution.","body":"(1) The chancery court of the county where the corporation’s principal office is or was located, or in the Chancery Court of the First Judicial District of Hinds County, Mississippi, if the corporation does not have a principal office in this state, may dissolve a corporation:\n(a) In a proceeding by the Attorney General or the Secretary of State if it is established that:\n(i) The corporation obtained its articles of incorporation through fraud;\n(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law; or\n(iii) If the corporation is a charitable organization, as defined in Section 79-11-501, that:\n1. The corporate assets are being misapplied or wasted;\n2. The corporation is unable to carry out its purpose(s); or\n3. The corporation has violated the laws regulating the solicitation of charitable contributions, Section 79-11-501 et seq.;\n(b) In a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director if it is established that:\n(i) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock;\n(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;\n(iii) The members 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, or would otherwise have, expired; or\n(iv) The corporate assets are being misapplied or wasted;\n(c) In a proceeding by a creditor if it is established that:\n(i) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or\n(ii) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or\n(d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.\n(2) Prior to dissolving a corporation, the court shall consider whether there are reasonable alternatives to dissolution.","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":"3cfe310d89a29b5ec39bb7ccfdd1dd98b685af5fb83fb9ff4a4e7db82252b64a","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-11-353","next":"us-ms/miss.-code-ann.-79-11-357","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."}