Mississippi Corporate Bylaws

The Mississippi corporate bylaws consist of shareholder approved and director passed regulations and corporate policies. Generally, it is recommended that the incorporators or the board of directors authorize a formal set of bylaws to govern the corporation during the initial board meeting.

Last updated December 6th, 2024

The Mississippi corporate bylaws consist of shareholder approved and director passed regulations and corporate policies. Generally, it is recommended that the incorporators or the board of directors authorize a formal set of bylaws to govern the corporation during the initial board meeting.

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Are bylaws required in Mississippi?

Yes, corporations must use bylaws in “managing” and “regulating” their business.[1]

Mississippi Corporate Laws

  • Corporate Tax: Mississippi has set its tax rate for the next few years, which corporations must pay accordingly.[2]
    • 2024 – 4.7%
      2025 – 4.4%
      2026 – 4.0%
  • Board: The corporation must have a board of directors that is “subject to the limitation(s)” set by the bylaws or articles of incorporation.[3]
    • Number – Corporations fix the number of directors through the articles of incorporation as well as “by amendment to” the bylaws.[4]
    • Qualifications – The articles of incorporation or the corporate bylaws set the criteria for a director’s eligibility for their position, for instance, requiring them to be a “shareholder” or “resident.”[5]
    • Terms – Initial directors serve until the first shareholder meeting, during which new “directors are elected” until the next annual shareholder meeting.[6]
    • Staggered Terms – Corporations may divide the total number of directors by two or three groups “containing one half (1/2) one-third (1/3) of the total” with each having a different election time.[7]
    • Fiduciary Duty – Directors exercise good faith, especially when “devoting attention to their oversight function,” and act in the best interests of the corporation.[8]
  • Officers: A corporation’s offices are named and “described in its bylaws,” which also define the process the board may use to appoint officers.[9]
  • Meetings: While the bylaws or articles of incorporation may restrict or limit remote participation, directors can generally attend regular or special meetings through “any means of communication,” such as a Zoom meeting.[10]
  • Quorum: The majority of the directors “immediately before” a meeting may constitute a quorum; however, the bylaws or articles can mandate additional requirements.[11]
  • Emergency Bylaws: The board of directors makes bylaws specifically for use when an emergency halts standard protocols and procedures, but such bylaws remain vulnerable to “amendment or repeal by the shareholders.”[12]

Sources

  1. MS Code § 79-4-2.06 (2023)
  2. MS Code § 27-7-5 (2023)
  3. MS Code § 79-4-8.01 (2023)
  4. MS Code § 79-4-8.03 (2023)
  5. MS Code § 79-4-8.02 (2023)
  6. MS Code § 79-4-8.05 (2023)
  7. MS Code § 79-4-8.06 (2023)
  8. MS Code § 79-4-8.30 (2023)
  9. MS Code § 79-4-8.40 (2023)
  10. MS Code § 79-4-8.20 (2023)
  11. MS Code § 79-4-8.24 (2023)
  12. MS Code § 79-4-2.07 (2023)