MS SB2635

Amends Mississippi's Business Corporation Act to modernize corporation law including electronic signatures, remote shareholder meetings, and electronic transmission of notices and proxy appointments.

Increases penalty for knowingly signing false documents from unspecified amount to $1,000.00 and revises timeframe for Secretary of State to notify of filing refusals from unspecified to ten (10) days.

Expands merger and share exchange provisions to include domestic and foreign unincorporated entities and nonprofit corporations, and adds new definitions including "electronic record," "electronic transmission," "unincorporated entity," and related terms.

Clarifies director liability standards, indemnification procedures, and corporate governance requirements including board composition, vacancy filling, and registered agent provisions for both domestic and foreign corporations.

Creates new Section 79-4-7.09 to authorize remote participation in shareholder meetings and amends multiple sections to allow electronic transmission of shareholder consents, proxy appointments, and corporate notices in accordance with federal electronic signatures law.