Mississippi Corporation Merger Agreement and Approval Packet
MISSISSIPPI CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two Mississippi domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or eligible-entity parties, subsidiary shortcuts, regulated entities, public-company structures, insolvency, and contested control.
1. Classification and Diligence
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], business ID [________] |
| Merger Sub | [Exact legal name], business ID [________] |
| Consideration | ☐ cash ☐ shares ☐ other property/securities ☐ mixed |
| Classes / series | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — Attachment A |
| Effective date / time | [__/__/____] / [________________] |
☐ Reconcile governing documents, capitalization, voting arrangements, awards, contracts, liens, permits, employees, benefits, taxes, litigation, property, data, insurance, and qualifications.
2. Transaction Agreement and Plan
This Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Schedules state consideration, conversion, representations, covenants, conditions, termination, remedies, and closing deliveries.
The statutory Plan under § 79-4-11.02 identifies each party and survivor, terms and conditions, conversion mechanics, survivor organic documents or amendments, and other governing-law terms.
| Corporation / class | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [________] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [________] | [____] | [________________________________] | [________________________________] |
Survivor articles: ☐ unchanged ☐ amended exactly as Attachment A.
3. Approval Record
Each board adopts the Plan and generally submits it with a recommendation. Meeting notice goes to every shareholder, states the merger purpose, and includes the Plan or summary and relevant survivor organic documents.
For a merger submitted to a shareholder meeting, the notice must also state the corporation's conclusion that shareholders are, are not, or may be entitled to appraisal rights. If the corporation concludes that appraisal rights are or may be available, attach a copy of Article 13 to the notice sent to record shareholders entitled to exercise those rights. See Miss. Code § 79-4-13.20(a).
Section 79-4-11.04 requires a quorum of at least a majority of votes entitled to be cast for the general group and each separate group. Apply the general voting rule and any higher articles or board requirement; do not mistake the quorum language for an automatic majority-of-all-entitled affirmative-vote rule.
| Corporation / group | Entitled votes | Quorum | Required vote | For / against / abstain |
|---|---|---|---|---|
| Target / total | [____] | [____] | [____] | [____ / ____ / ____] |
| Target / separate group | [____] | [____] | [____] | [____ / ____ / ____] |
| Merger Sub / total | [____] | [____] | [____] | [____ / ____ / ____] |
The survivor's no-vote route under § 79-4-11.04(g) excuses approval by the survivor's shareholders only if it survives, its articles receive only the changes that subsection permits, its existing shareholders retain the same number of shares with identical rights, and the separate 20% voting-share and participating-share ceilings are met. Check approval for the merging corporation separately.
4. Appraisal Workflow
Under § 79-4-13.02, rights generally attach when shareholder approval is required and the holder may vote, but not to a class or series remaining outstanding. Market, consideration, interested-transaction, and preferred-share limitations require separate analysis.
☐ Approval materials, notices, intent, no-favorable-vote conditions, demands, payments, supplemental demands, and court dates are tracked under Article 13.
5. Articles of Merger
Articles under § 79-4-11.06 state party names, effective date, survivor-article terms, approval or no-vote facts, and any foreign or eligible-entity authorization. The survivor delivers them to the Secretary of State and retains acceptance evidence.
6. Closing and Signatures
☐ Confirm the final Plan, accepted articles, effective time, consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books.
[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]
[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]
Sources and References
About this template
- Last updated
- November 7, 2026
- Citations checked
- November 7, 2026
- Jurisdiction
- Mississippi
- Category
- Corporate & Business
Legal authority
- Miss. Code Ann. § 79-4-11.02 (plan of merger)
- Miss. Code Ann. § 79-4-11.04 (approval of merger plan)
- Miss. Code Ann. § 79-4-11.06 (articles of merger)
- Miss. Code Ann. § 79-4-13.02 (appraisal eligibility)
- Miss. Code Ann. § 79-4-13.20 (appraisal notice)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on November 7, 2026.
Miss. Code Ann. § 79-4-11.02 (checked November 7, 2026): "One or more domestic corporations may merge with a domestic or foreign corporation or eligible entity pursuant to a plan of merger."
Miss. Code Ann. § 79-4-11.04 (checked November 7, 2026): "The plan of merger or share exchange must be adopted by the board of directors."
Miss. Code Ann. § 79-4-11.06 (checked November 7, 2026): "Articles of merger or share exchange shall be delivered to the Secretary of State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date."
Miss. Code Ann. § 79-4-13.02 (checked November 7, 2026): "A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares"
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