Mississippi Business Corporation Law: A Proposal for Progress
Mississippi College Law Review, vol. 6, p. 1, 1985
89 Pages Posted: 25 Oct 2014
Date Written: 1985
Mississippi's corporation law needs reform. Many of the provisions in the corporation statute are peculiar, outdated or meaningless. The problems, however, are not limited to the statute: several obsolete provisions of Mississippi corporation law may be traced to the Mississippi Constitution. Unusual and outdated provisions of Mississippi law create problems for lawyers attempting to plan for corporate clients and impede economic development in Mississippi.
Nationally, corporation law has developed and changed rapidly for some time, but Mississippi has not kept pace. Many provisions in the Mississippi Act and Constitution are peculiar to Mississippi or have been updated in other jurisdictions. When the Mississippi Legislature adopted the Mississippi Business Corporation Law in 1962, it used as a guide the Model Business Corporation Act as it existed as the time of the Mississippi Law. Since its enactment, the Model Act has undergone changes, but unfortunately the Mississippi Legislature has ignored most of the revisions made since 1962. Some of the deviations from the Model Act were caused by provisions in the Mississippi Constitution; others developed from legislative preferences which apparently existed at the time. Unfortunately, many perceive Mississippi to be "backward" or "out-of-step" with the rest of the nation. This perception is increased by legal peculiarities that cause lawyers from other jurisdictions to respond unfavorably to Mississippi because of the unusual nature of Mississippi's corporation law. When this occurs, Mississippi appears unattractive as a place to conduct business, and lawyers representing out-of-state investors or corporations considering business activities in Mississippi may advise their clients to merely qualify to do business in Mississippi while forming corporations in other jurisdictions. Worse yet, lawyers may persuade clients sumply to do business in other jurisdictions.
The purpose of this Article is to explain the need for reform, highlight the obsolete portions of the Mississippi Act and the Mississippi Constitution, and propose a plan for revision based on the Revised Model Business Corporation Act.
Keywords: Corporation, Corporate Law, Model Business Corporation Act, Mississippi
Suggested Citation: Suggested Citation