{"data":{"id":"us-ms/miss.-code-ann.-79-4-3.04","jurisdiction":"us-ms","citation":"Miss. Code Ann. § 79-4-3.04","heading":"Ultra Vires.","body":"(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.\n(b) A corporation’s power to act may be challenged:\n(1) In a proceeding by a shareholder against the corporation to enjoin the act;\n(2) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or\n(3) In a proceeding by the Attorney General under Section 79-4-14.30.\n(c) In a shareholder’s proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.","path":["Title 79. Corporations, Associations, and Partnerships","Chapter 4. Mississippi Business Corporation Act","Article 3. Purposes and Powers."],"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":"56cbc386267024e15d472afb57b01fd59e3eff480f7cdfd820210983f8fcc9bf","source_id":"us-ms","stale":false,"prev":"us-ms/miss.-code-ann.-79-4-3.03","next":"us-ms/miss.-code-ann.-79-4-4.01","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."}