Nonprofit Corporation Merger Approval and Filing Requirements in Mississippi

At a glance

Requirements one by one

Eligible parties and the plan

Section 79-11-319 allows a nonprofit to merge into a nonprofit or business corporation. The plan must identify the parties and survivor and state the terms. It may include amendments to the survivor's articles or bylaws, but the section does not separately require membership-conversion language. Under § 79-11-327, a foreign business or nonprofit corporation may participate if its own law permits and it complies with that law.

Board and member approval

Under § 79-11-321(1), the board approves the plan and members, if any, generally approve by the lesser of two-thirds of votes cast or a majority of voting power. A class votes separately if a comparable charter or bylaws amendment would give it a class vote, with the same formula applied to that class (§ 79-11-321(6)). The board may condition submission, and members may condition approval, on a higher affirmative vote or another basis (§ 79-11-321(3)).

Notice and approval outside a meeting

All members receive meeting notice that states the merger purpose and includes a plan copy or summary (§ 79-11-321(4)). A disappearing corporation's summary includes its survivor's post-merger articles and bylaws. § 79-11-205 describes a fair-and-reasonable 10–60 day meeting notice route, with a 30-day minimum for mail other than first class or registered. Consent or ballot solicitations also include the plan or summary (§ 79-11-321(5)). A written member consent needs 80% of voting power (§ 79-11-203); non-signers receive written notice, and approval becomes effective ten days after that notice if required.

No members

When there are no members, § 79-11-321(2) requires approval by a majority of directors in office and a board-meeting notice that states the merger purpose. § 79-11-259 sets an ordinary two-day minimum for a special board meeting unless governing documents change it. The statute's no-members sentence does not expressly extend to a corporation that has nonvoting members.

Property and public filing

Section 79-11-325 transfers property and liabilities to the survivor. Its trust-obligation clause limits obligations on a disappearing corporation's property to the property affected immediately before merger. Sections 79-11-319–327 prescribe no separate attorney-general or court approval step for the merger itself.

The survivor delivers articles of merger to the Secretary of State with the plan itself and statements about board approval and, where required, member and class votes (§ 79-11-323). Under § 79-11-111, filing generally makes the articles effective, or they may specify a delayed date no later than the 90th day after filing.

Changes, abandonment, and simplified routes

Before articles are filed, § 79-11-321(7) permits abandonment using the plan's procedure or, if none, the board's decision, subject to contract rights. A material plan change should be checked against § 79-11-321's approval requirements. Sections 79-11-319–327 set out the ordinary nonprofit merger route and no distinct nonprofit parent shortcut.

What trips people up

The member meeting formula in § 79-11-321(1) differs from § 79-11-203's 80% voting-power consent threshold. And § 79-11-323 requires the filed articles to contain the plan, not just an approval certificate.

Common questions

Can the survivor be a business corporation? Yes; § 79-11-319 expressly permits a business-corporation survivor, with the property obligations stated in § 79-11-325.

Does a foreign survivor file in Mississippi? Section 79-11-327 requires a surviving foreign corporation to comply with the Mississippi articles rule in § 79-11-323.

May directors abandon after member approval? Section 79-11-321(7) permits abandonment before articles filing under the plan procedure, or by the board if the plan is silent, subject to contract rights.

Statutes and sources

The statute entries above reproduce the Official Code of Mississippi text, accessed October 3, 2026.