House Bill 1101, effective July 1, 2023, amends the law regarding the service of determination notices and certificates of administrative dissolution on corporations and LLCs.
Senate Bill 2626, effective March 17, 2021, provides that unless prohibited by the bylaws a corporation may hold an annual or special shareholders’ meeting by electronic transmission or remote communication.
Senate Bill 2510, effective June 23, 2020, revises the grounds for administrative revocation of the registration of a foreign limited liability company.
Case summaries
Consent by Registration
K&C Logistics, LLC v. Old Dominion Freight Line, Inc., No. 2022-CA-00939, decided November 16, 2023. The Mississippi Supreme Court held that a foreign corporation does not consent to the general jurisdiction of Mississippi’s courts by registering to do business. The Mississippi Business Corporation Act, which provides that a foreign corporation may not transact business in the state until it receives a certificate of authority, and which requires the foreign corporation to appoint a registered agent, does not provide implicit or explicit notice that a foreign corporation is consenting to general jurisdiction by registering. The court therefore distinguished this case from the Pennsylvania statute that the US Supreme Court upheld against a due process challenge, which did state that a foreign corporation consented to general jurisdiction by registering.
Principal Place of Business
Weeks, Inc. v. Lewis, No. 2020-IA-013337, decided March 24, 2022. The Mississippi Supreme Court held that a corporation’s principal place of business, for venue purposes, is the county in which it actually conducts business. Therefore, the corporation’s principal place of business was not located in the county the corporation listed on its filings with the Mississippi Secretary of State as its principal office. The address the corporation listed was actually the address of its CPA, who handled the corporation’s correspondence and filings with Secretary of State. The corporation conducted no business from this location. Instead it operated solely out of an office in a different county.
Revocation and Reinstatement
Jourdan River Estates, LLC v. Favre, No. 2017-CA-01386, decided September 26, 2019. The Mississippi Supreme Court held (1) a court can judicially notice that a foreign LLC was administratively revoked at the time of filing its complaint and then reinstated and (2) the issue of whether the LLC could maintain its suit was one of capacity and not standing and could be waived.
Other notices
The Secretary of State’s office is warning the business community, especially LLCs, to be cautious of what it states is a misleading mailer sent by a private entity offering to prepare 2021 annual reports for a $75 fee.
November 12, 2020 — The Secretary of State’s Office has posted a warning on its website urging the business community, especially LLCs, to be cautious of a mailer from a private entity offering to prepare 2021 annual reports for a fee. The warning states that this mailing is not authorized by the Secretary of State’s office.
August 6, 2020 — The Mississippi Secretary of State issued a press release warning new businesses about a company soliciting “2020 Certificate of Existence Request Forms”. The press release calls this solicitation “misleading” and states that it was not sent or authorized by the SOS office.
February 25, 2020 — The Secretary of State’s Office has issued a warning to businesses of what it refers to as “recent Certificate of Existence scams”. The warning includes a copy of a mailing which the Office calls misleading.