Corporate Sale of Substantially All Assets Approval Requirements in Mississippi

At a glance

Requirements one by one

The 25% safe harbor is conclusive in one direction

Miss. Code § 79-4-1.40(4) defines the covered domestic corporation as a for-profit corporation incorporated under the Mississippi act and not a foreign corporation.

Miss. Code § 79-4-12.02(a) applies when a non-exempt disposition would leave the corporation without significant continuing business activity. Retaining at least 25% of prior-year total assets and at least 25% of either continuing pretax income or continuing revenue is conclusive, measured for the corporation and subsidiaries on a consolidated basis.

The text does not say that falling below the percentages creates a presumption that significant activity is absent. Direct and indirect consolidated- subsidiary assets are deemed parent assets.

The board initiates, recommends, and may condition

The board first authorizes by resolution, submits the disposition, and recommends approval. A conflict or special circumstance can support no recommendation if the board transmits its basis. It may condition submission on any basis.

Every shareholder receives terms and consideration

Section 79-4-12.02(d) requires notice to each voting and nonvoting holder. It states the purpose and describes the disposition, terms, conditions, and consideration. Miss. Code § 79-4-7.05 supplies the 10-to-60-day interval.

The disposition vote requires a quorum of at least a majority of all votes entitled. Under § 79-4-7.25, votes cast for then must exceed votes cast against, unless a greater rule applies. The articles or a board condition may require a greater vote or quorum.

Written action under § 79-4-7.04 is unanimous by default. The articles may authorize the meeting-equivalent threshold; sufficient consents must arrive within 60 days, followed by the statutory notices to nonconsenting voters and protected nonvoters.

Four exclusions and dissolution sit outside Article 12

Miss. Code § 79-4-12.01 removes a usual-course disposition, an encumbrance in or outside that course, a transfer to wholly owned entities, and a pro rata class or series asset distribution. The articles may require approval for those otherwise exempt actions. A disposition in the course of dissolution is outside § 79-4-12.02.

Approval can be abandoned before consummation

After shareholder approval and before consummation, § 79-4-12.02(f) permits the corporation to abandon without holder action, subject to other parties' contractual rights. Article 12 states no separate statutory agreement execution, filing, amendment, or closing process.

Appraisal follows voting eligibility

Miss. Code § 79-4-13.02(a)(3) grants appraisal when a § 79-4-12.02 disposition is consummated and the holder was entitled to vote. Governing records or a board resolution may extend appraisal to another disposition. Miss. Code § 79-4-13.20 requires meeting and consent notices to state whether appraisal is, is not, or may be available and to include the appraisal article when applicable.

What trips people up

• The safe harbor does not run backward. The statute makes the 25% pair conclusive when met but does not declare a below-threshold presumption.
• Quorum and approval use different measures. A majority of votes entitled supplies the quorum; votes cast for must then exceed votes cast against.
• Dissolution changes the governing article. A disposition during dissolution is outside § 79-4-12.02 rather than an approval exception inside it.

Common questions

Are subsidiary assets counted with the parent?

Yes. Direct and indirect consolidated-subsidiary assets are deemed parent assets for § 79-4-12.02.

Must nonvoting holders receive the deal notice?

Yes. The statute sends the notice to every shareholder and requires terms, conditions, and consideration.

Can the corporation abandon after approval?

Yes, before consummation and without another holder action, subject to other parties' contractual rights.

Statutes and sources

• Miss. Code §§ 79-4-1.40, -12.01, -12.02, and -13.02 — corporation scope, exclusions, trigger, safe harbor, subsidiaries, approval, abandonment, dissolution, and appraisal. Official 2000 SB 2805 final act, accessed September 5, 2026.
• Miss. Code §§ 79-4-7.04 to -7.05 and -13.20 — consent, meeting notice, and appraisal notices. Official 2012 HB 789 final act, accessed September 5, 2026.
• Miss. Code § 79-4-7.25 — votes-cast approval rule. Official Code release reproduction, accessed September 5, 2026.