Mississippi § 83-19-63 - Reduction of capital stock.

§ 83-19-63. Reduction of capital stock.

When the capital stock of a company is impaired, such company may, upon a vote of the majority of the stock represented at a meeting called for that purpose, reduce its capital stock and the number of shares thereof to an amount not less than the minimum sum required by law. No part of its assets and property shall be distributed to its stockholders, but shall remain as surplus fund. Within ten (10) days after such meeting, the company shall submit to the commissioner a certificate setting forth the proceedings thereof, the amount of such reduction, and the assets and liabilities of the company, signed and sworn to by its president, secretary, and a majority of its directors. The commissioner shall examine the facts in the case and, if the same conform to law and in his judgment the proposed reduction may be made without prejudice to the public, he shall indorse his approval upon the certificate. Upon filing the certificate so indorsed in the office of the secretary of state and paying a fee of Five Dollars ($5.00) for the filing and recording thereof, the company may transact business upon the basis of such reduced capital as though the same were its original capital. Its charter shall be deemed to be amended to conform thereto, and the secretary of state shall issue his certificate to that effect. Such company may, by a majority vote of its directors after such reduction, require the return of the original certificates of stock held by each stockholder in exchange for new certificates it may issue in lieu thereof for such number of shares as each stockholder is entitled to in the proportion that the reduced capital bears to the original.