Mississippi Code

Miss. Code Ann. § 79-4-3.04 (2026)

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✓ current as of July 2026

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

(b) A corporation's power to act may be challenged:
- (1) In a proceeding by a shareholder against the corporation to enjoin the act;
- (2) In a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or
- (3) In a proceeding by the Attorney General under Section 79-4-14.30.

(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

Laws, 1987, ch. 486, § 3.04, eff. 1/1/1988.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 1993–2022 · leading case: Tallahatchie Valley Elec. Power Ass'n v. MISS. PROPANE GAS Ass'n, INC., 812 So. 2d 912 (Miss. 2002).

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Tallahatchie Valley Elec. Power Ass'n v. MISS. PROPANE GAS Ass'n, INC., 812 So. 2d 912 (Miss. 2002). “Miss.Code Ann. § 79-4-3.04(b) (1996) states that a corporation's power to act may be challenged in an action by a shareholder to enjoin the act.”

Christian Methodist Episcopal Ch. v. S & S Const. Co., Inc., 615 So. 2d 568 (Miss. 1993). “Miss. Code Ann. § 79-4-3.04 (Supp. 1992); Bryant Constr.”

Int'l Ass'n of Certified Home Inspectors & Nick Gromicko v. HomeSafe Inspection, Inc. (Miss. Ct. App. 2022). “2d at 630 (“Insofar as Cook claimed Bryant’s suspension prevented the latter from entering into a contract, the defense is prohibited” by statute); see also Miss. Code Ann. § 79-4-3.04 (a)-(b) (Rev.”

Tallahatchie Valley Elec. Power Ass'n v. Mississippi Propane Gas Ass'n, Inc. (Miss. 1999). “Miss. Code Ann. § 79-4-3.04 (b) (1996) states that a corporations power to act may be challenged in an action by a shareholder to enjoin the act.”

— Miss. Code Ann. § 79-4-3.04(b) — 1 case

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