{"data":{"id":"us-ms/miss.-code-ann.-79-4-14.02","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-4-14.02","heading":"Dissolution by board of directors and shareholders.","body":"(a) A corporation’s board of directors may propose dissolution for submission to the shareholders.\n(b) For a proposal to dissolve to be adopted:\n(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and\n(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).\n(c) The board of directors may condition its submission of the proposal for dissolution on any basis.\n(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.\n(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) require a greater vote, a greater number of shares to be present, or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 4. Mississippi Business Corporation Act","Article 14. Dissolution.","Subarticle A. Voluntary Dissolution."],"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":"beba840ab3d8fe1d033ce3126bc626d3baf2c6420445fbc9b328f0ddd08dc2b7","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-4-14.01","next":"us-ms/miss.-code-ann.-79-4-14.03","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."}