Mississippi Code

Miss. Code Ann. § 79-11-155 (2026)

Challenge to corporation's power to act

✓ current as of July 2026

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(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act where a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director or by a member or members in a derivative proceeding.

(3) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee or agent of the corporation. The proceeding may be brought by a director, the corporation, directly, derivatively, or through a receiver or by a trustee or other legal representative.

Laws, 1987, ch. 485, § 28, eff. 1/1/1988.

Notes of Decisions

Cited in 1 case, 2003–2003 · leading case: Patricia Crosby v. S. Reg'l Corp. (Miss. 2003).

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Patricia Crosby v. S. Reg'l Corp. (Miss. 2003). · cites it 4× “Accordingly, we are expressly directed to Miss. Code Ann. § 79-11-155 , which governs the ability of a party to challenge a corporation’s power to act: (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground…”

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