Corporate Appraisal and Dissenters'-Rights Procedure in Mississippi
At a glance
| Governing law, corporation, shareholder, and transaction scope | Mississippi Business Corporation Act Article 13; record or beneficial shareholder; domestic issuer or merger survivor for later procedure (§ 79-4-13.01) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Approval-required or parent merger, acquired-company share exchange, voted asset disposition, fractional-share amendment, less-favorable domestication, and conversion to a different entity form; articles/bylaws/board may add listed actions (§ 79-4-13.02(a)) |
| Market-out, public-company, consideration, and governing-record expansion | Same-proportion reorganization exclusion; NYSE/Nasdaq national-market or ≥2,000-holder/≥$20m class generally excluded; nonqualifying consideration and interested-transaction exceptions. Preferred rights may be limited with one-year protection (§ 79-4-13.02(b)-(c)) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record partial position requires all class/series shares for each represented beneficial owner plus name/address; direct beneficial owner needs record-holder consent by form deadline and all owned class/series shares. No separate continuous-holding rule; acquisition certification affects withholding (§§ 79-4-13.03, -13.22, -13.25) |
| Meeting, consent, short-form, and post-effective notice | Meeting and consent notices state corporate appraisal conclusion and include Article 13 when rights are/may be available; parent-merger effective notice within 10 days. Consent has solicitation and postapproval notices (§ 79-4-13.20) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting: written intent before vote and no class/series shares voted for. Less-than-unanimous consent: no favorable consent. Failure bars payment (§ 79-4-13.21) |
| Post-effective appraisal notice, form, share deposit, and deadline | Notice/form from effectiveness through day 10; announcement/acquisition and nonapproval certifications, estimate, destinations, count-information and withdrawal dates, plus Article 13. Form window 40-60 days; late form or required certificate deposit bars payment (§§ 79-4-13.22 to -13.23) |
| Corporation payment/offer, supplemental demand, and withdrawal | Cash estimate+judgment-rate interest within 30 days after form deadline; uncertified acquisition timing may trigger an offer. Further demand within 30 days after payment/offer. Withdrawal date within 20 days after form deadline; later only with corporate written consent (§§ 79-4-13.23 to -13.26) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation petitions within 60 days after unsettled demand or pays it; principal/registered-office county court. All unsettled holders joined; civil discovery, appraisers, no jury; costs default to corporation with misconduct/noncompliance shifts (§§ 79-4-13.30 to -13.31) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Fair value immediately pre-effect, customary/current techniques, no minority/marketability discount except specified amendment rights; interest from effect at then-current judgment rate. Completed-action challenges limited to authorization or fraud/material-misrepresentation grounds (§§ 79-4-13.01(4)-(5), -13.02(d)) |
Requirements one by one
Transactions and exclusions
Article 13 covers approval-required and parent mergers, acquired-company share exchanges, voted asset dispositions, fractional-share amendments, less-favorable domestication, conversion to a different entity form, and rights added by the articles, bylaws, or board. Miss. Code § 79-4-13.02(a).
The market limitation reaches NYSE or Nasdaq national-market classes and a class with at least 2,000 holders and $20 million in qualifying value. The statute also excludes the specified same-proportion reorganization and restores rights for nonqualifying consideration and interested transactions. Preferred-share limits carry one-year protection for existing shares and issuance commitments. Miss. Code § 79-4-13.02(b)-(c).
Owners, notices, and preservation
A record holder splitting its position must object for all class or series shares owned by each represented beneficial owner and give the owner's name and address. A beneficial owner needs the record holder's written consent by the form deadline and must include all owned shares of the class or series. Miss. Code § 79-4-13.03.
Meeting and consent notices state whether the corporation concludes rights are, are not, or may be available and include Article 13 when appropriate. A parent- merger notice follows within 10 days after effectiveness. Miss. Code § 79-4-13.20.
A meeting holder gives written intent before the vote and does not vote the class or series for the action. In a less-than-unanimous consent action, the holder does not sign a favorable consent. Missing the applicable condition bars payment. Miss. Code § 79-4-13.21.
Form, payment, and withdrawal
The appraisal notice arrives from effectiveness through day 10 and sets a form deadline 40 to 60 days after sending. It asks about announcement-date ownership and nonapproval, states the estimate, gives form and certificate destinations, supplies a count-information right, and sets a withdrawal date within 20 days after the form deadline. Miss. Code § 79-4-13.22.
The holder returns the form and deposits certificates as required. After doing so, shareholder rights end unless the holder timely withdraws. Withdrawal after the stated date requires corporate written consent. Miss. Code § 79-4-13.23.
Ordinary cash payment is due within 30 days after the form deadline with current-enough financials, an estimate no lower than the notice estimate, and a further-payment warning. Missing acquisition certification can produce an after-acquired-share offer. Miss. Code § 79-4-13.24; Miss. Code § 79-4-13.25. A dissatisfied holder has 30 days after payment or offer to state a written estimate and demand it plus interest. Miss. Code § 79-4-13.26.
Court and remedy boundaries
The corporation petitions within 60 days after receiving an unsettled further demand or pays the demanded amount plus interest. Venue is the principal- or registered-office county court. All unsettled holders are joined; ordinary civil discovery applies, appraisers may be appointed, and there is no jury. Miss. Code § 79-4-13.30.
Costs ordinarily fall on the corporation, with equitable misconduct and noncompliance shifts. A successful direct suit for a missed required payment recovers all costs and expenses. Miss. Code § 79-4-13.31.
A completed action may be challenged only for the stated authorization defect or fraud/material-misrepresentation ground. This survey does not apply that boundary to a real transaction or claim. Miss. Code § 79-4-13.02(d).
What trips people up
Mississippi's market language names specific exchange and Nasdaq categories rather than the broader covered-security formulation used in newer model acts. The exact class, market, holder, value, consideration, and transaction facts therefore matter. Miss. Code § 79-4-13.02(b).
The current procedure has no separate transaction-failure section. Its further- demand route follows dissatisfaction with payment or offer and runs 30 days from receipt. Miss. Code § 79-4-13.26.
The form deadline and withdrawal deadline are distinct: the form is due 40 to 60 days after notice, and the withdrawal date falls within 20 days after that form deadline. Miss. Code §§ 79-4-13.22 to 79-4-13.23.
Common questions
Who starts the court appraisal?
The corporation must petition within 60 days after receiving an unsettled further demand. If it does not, it owes the demanded cash amount plus interest. Miss. Code § 79-4-13.30(a).
Do I remain a shareholder after returning the form?
Not ordinarily. Returning the form for uncertificated shares or depositing certificates ends shareholder rights unless the holder withdraws under the statutory procedure. Miss. Code § 79-4-13.23(a)-(b).
Does appraisal preserve every challenge to the transaction?
No. Section 79-4-13.02(d) limits completed-action challenges to its stated authorization and fraud/material-misrepresentation grounds. Applying either requires the complete current transaction and litigation record.
Statutes and sources
- Miss. Code § 79-4-13.02 states the current triggers, exclusions, and completed-action challenge limit. Accessed September 5, 2026.
- Miss. Code §§ 79-4-13.01 and -13.03 define the parties, value, interest, and owner rules. Accessed September 5, 2026.
- Miss. Code §§ 79-4-13.20 to -13.22 provide current meeting/consent notice, intent, and appraisal-form rules. Accessed September 5, 2026.
- Miss. Code §§ 79-4-13.23 to -13.31 govern form return, withdrawal, payment, later-acquired shares, further demand, court appraisal, and costs. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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