Mississippi § 83-19-113 - Procedure where foreign corporation is involved.

§ 83-19-113. Procedure where foreign corporation is involved.

If one (1) of the constituent corporations to a merger or consolidation is a foreign corporation, such merger or consolidation shall be carried out in the following manner: (a) each domestic corporation shall comply with the provisions of Sections 83-19-99 through 83-19-123 with respect to the merger or consolidation of domestic companies, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; (b) if the surviving or new corporation is to be governed by the laws of any state other than this state, it shall comply with the general laws of this state governing foreign corporations if it is to transact business or to conduct affairs in this state, and in every case it shall file with the secretary of state of this state an agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or consolidated corporation, and an irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding and an agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under Section 83-19-123. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the state governing such surviving or consolidated company provide otherwise. In the case of an exchange of securities, if the acquiring corporation is a foreign corporation, then such corporation shall comply with the applicable provisions of the laws of the state under which it is organized. Such foreign acquiring corporation shall also procure a certificate of authority to transact business and conduct affairs in Mississippi and shall comply with all the provisions of the law of this state relating to foreign corporations. The effect of such exchange of securities shall be as provided by Sections 83-19-99 through 83-19-123 except insofar as the laws of the state under which such foreign acquiring corporation is organized provide otherwise.