Shown verbatim: the complete text as captured from the official page posted by the Mississippi Legislature, fetched 2026-08-29. This is the enrolled version. The official bill page.
MISSISSIPPI LEGISLATURE 2026 Regular Session To: Business and Commerce By: Representatives Mansell, Felsher, Hale House Bill 1532 (As Sent to Governor) AN ACT TO CREATE NEW SECTIONS 79-39-1, 79-39-3, 79-39-5, 79-39-7, 79-39-9, 79-39-11, 79-39-13, 79-39-15 AND 79-39-19, MISSISSIPPI CODE OF 1972, TO CREATE THE MISSISSIPPI BUSINESS FRAUD PREVENTION ACT; TO AMEND SECTIONS 79-4-1.25 AND 79-29-211, MISSISSIPPI CODE OF 1972, TO CONFORM TO THE PRECEDING SECTIONS; AND FOR RELATED PURPOSES. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: SECTION 1. The following shall be codified as Section 79-39-1, Mississippi Code of 1972: 79-39-1. (1) This act shall be known and may be cited as the "Mississippi Business Filing Fraud Prevention Act". (2) For the purposes of this act, the following terms have the meanings provided herein: (a) "Complainant" means a person who: (i) Delivers a declaration of wrongful filing, and (ii) Has a connection to the allegedly wrongful filing or the related business. (b) "Filer" means the person who has allegedly made a wrongful filing. (c) "Office" means the Office of the Secretary of State. (d) "Entity" means: (i) A domestic or foreign business corporation; (ii) A domestic or foreign nonprofit corporation; (iii) A domestic or foreign general partnership, including a limited liability partnership; (iv) A domestic or foreign limited partnership, including a limited liability limited partnership; (v) A domestic or foreign limited liability company; (vi) An investment trust or foreign investment trust; (vii) An agricultural association; or (viii) Does not include: 1. an individual; 2. is not formed with the Secretary of State's Office under this title; 3. decedent's estate; or 4. government or a governmental subdivision, agency, or instrumentality. SECTION 2. The following shall be codified as Section 79-39-3, Mississippi Code of 1972: 79-39-3. (1) The form and contents of declaration shall be as follows: (a) A complainant may deliver a declaration of wrongful filing to the office if the complainant believes that a document filed with an entity: (i) Was not authorized to be filed; and (ii) Was filed with the intent to: 1. Modify the ownership, registered agent, entity address, contact information, governance, or other information of an entity on record; or 2. Register an entity using another person's name, address, or identity. (b) A declaration of wrongful filing shall include: (i) The entity's business identification number of the allegedly wrongful filing: (ii) The complainant's name, mailing address, and email address; (iii) Whether the complainant is employed by or has an ownership interest in the entity that is the subject of the filing; (iv) Any information or evidence supporting the complainant's allegations under this act; (v) A statement verifying the complainant believes in good faith that the facts stated in the declaration are true; and (vi) Any other information the office deems necessary. (c) The office shall provide a form for declarations filed under this section. A complainant shall use the form provided when submitting a declaration of wrongful filing. (d) A declaration of wrongful filing shall be signed by the complainant and notarized. The complainant shall certify under the penalties of perjury that the statements therein are true and correct to the best of their knowledge. (2) In reviewing the declaration: (a) The office shall promptly accept or reject a declaration of wrongful filing. (b) The office may reject a declaration of wrongful filing that is incomplete, does not use the provided form, or the office reasonably believes was delivered with the intent to harass or defraud the filer. The office may reject a declaration of wrongful filing if the office has already issued a final order on the filing identified in the declaration. SECTION 3. This section shall be codified as Section 79-39-5, Mississippi Code of 1972: 79-39-5. (1) When the office accepts a declaration of wrongful filing, it shall provide notice of the declaration to the complainant and the filer within thirty (30) days. The notice shall describe the allegations made in the declaration and the process used to resolve the allegations. The notice shall prominently state the response timeline provided in Section 79-39-7 and the consequences if the filer does not respond. (2) The office shall send the notice by first class mail to: (a) The complainant at the mailing address provided in the declaration; and (b) To the filer at the entity's most recent registered business address associated with the filing named in the declaration. (3) Notice is deemed received by the complainant and the filer upon mailing. (4) If the notice to the filer is returned as undeliverable, the office may deem the filing fraudulent and immediately issue a final order as provided under Section 79-39-13, notwithstanding the time period under Section 79-39-7. SECTION 4. This section shall be codified as Section 79-39-7, Mississippi Code of 1972: 79-39-7. (1) After notice is received, the filer shall respond in writing to the allegations in the declaration. The response shall be received by the office within thirty (30) calendar days of receipt of the notice. (2) The filer's response under this section shall include any information refuting the allegations contained in the complainant's declaration. SECTION 5. This section shall be codified as Section 79-39-9, Mississippi Code of 1972: 79-39-9. If the filer does not respond within the time period provided in Section 79-39-7, the office shall deem the filing fraudulent and issue a final order as provided under Section 79-39-13. SECTION 6. This section shall be codified as Section 79-39-11, Mississippi Code of 1972: 79-39-11. (1) Preliminary determination. If the filer responds within the time period provided in Section 79-39-7, the office shall further evaluate the allegations in the declaration and information in the response. Once complete, the office shall make a preliminary determination regarding whether the filing named in the declaration is fraudulent. The office may request additional information from the complainant and the filer if necessary to make the preliminary determination. (2) Notice of preliminary determination. The office shall send notice of the preliminary determination to the complainant and the filer in the manner described under Section 79-39-5. Notice is deemed received in the manner described under Section 79-39-5(3). (3) Response. After notice is received, the filer shall respond to the preliminary determination within ten (10) calendar days with additional information or evidence. The filer may send additional information or evidence within the same time period. The response shall be received by the office within the time period provided under this subsection. (4) Procedure if no second response is received. If the nonprevailing party does not respond as required under subsection (3), the preliminary determination becomes final and the office shall issue a final order pursuant to Section 79-39-13. (5) Procedure if second response is received. If the nonprevailing party responds as required under subsection (3), the office shall consider the additional information provided, make a final determination regarding whether the filing named in the declaration is fraudulent, and issue a final order under Section 79-39-13. (6) Factors. When making a preliminary or final determination under this section, the office may consider various factors, including, but not limited to: (a) Whether the office has previously received declarations of wrongful filing or issued final orders relating to the entity, the filer, or the complainant; (b) The previous filing history relating to the entity, the filer, or the complainant; (c) Whether the filer or complainant failed to respond to a request for additional information; and (d) Whether the office is able to independently verify the information provided by the filer or complainant using publicly available information. SECTION 7. The following section shall be codified as Section 79-39-13, Mississippi Code of 1972: 79-39-13. (1) Filings that are deemed fraudulent are handled in the following manner: (a) If the office deems a filing fraudulent under this chapter, the office shall issue a final order under this subsection. The final order shall state the office's rationale for deeming the filing fraudulent. (b) When a filing is deemed fraudulent pursuant to a final order under this subsection, the filing must be treated for legal purposes as if the filing never existed. In the case of an entity registered using a Mississippi resident's name, address, or identity without the resident's authorization, the entity is deemed dissolved. (c) When a filing is deemed fraudulent pursuant to a final order, the office shall: (i) Mark the unauthorized filing or the entity's record as unauthorized or fraudulent; (ii) Redact names and addresses that were used without authorization; and (iii) Retain a copy of the final order. (d) In addition to the actions in paragraph (c), the office may: (i) Disable additional filing functionality on the entity's record; or (ii) Take any other action the office deems necessary to prevent further unauthorized filings, protect private information, or prevent misuse of unauthorized information. (2) Filings deemed not fraudulent or insufficient evidence. If the office determines that a filing is not fraudulent or that insufficient information is available to make a determination, the office shall issue a final order stating that the office will not remove the filing from the database. The final order shall state the office's rationale for determining that the filing is not fraudulent or that sufficient information was not available to make a determination of a wrongful filing. SECTION 8. This section shall be codified as Section 79-39-15, Mississippi Code of 1972: 79-39-15. (1) Definitions. For purposes of this section, "nonpublic data" has the meaning given in subsection (2), and "private data on individuals" has the meaning given in subsection (2). (2) Data classification. Data submitted by a complainant or filer under this chapter is classified as nonpublic data or private data on individuals and is exempt from the Mississippi Public Records Act. A final order under Section 79-39-13 is public data, subject to the following: the complainant or filer's personal contact information is classified as private data on individuals and is exempt from the Mississippi Public Records Act. The unredacted version of a filing deemed fraudulent pursuant to a final order under Section 79-39-13, is classified as nonpublic data or private data on individuals and is exempt from the Mississippi Public Records Act. The version of the filing that has been redacted pursuant to Section 79-39-13, is classified as public data. (3) Dissemination permitted. Notwithstanding subsection (2) of this section, the office may disseminate data of any classification collected, created, or maintained under this chapter: (a) To the Attorney General to aid the office in the investigation and review of a filing that is the subject of a declaration of wrongful filing; (b) To a person or agency if the office determines that access to the data aids a criminal or civil investigation; or (c) If required or authorized by a court order or other state or federal law. SECTION 9. This section shall be codified as Section 79-39-19, Mississippi Code of 1972: 79-39-19. The office may adopt rules to carry out the provisions of this act. The Secretary of State shall have the powers reasonably necessary to perform the duties required of the Office of the Secretary of State under the provisions of this chapter. SECTION 10. Section 79-4-1.25, Mississippi Code of 1972, is amended as follows: 79-4-1.25. (a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of Section 79-4-1.20, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as filed on the date and time of receipt. After filing a document, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a copy of the document with an acknowledgment of the date and time of filing. (c) If the Secretary of State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within * * *ten (10) sixty (60) days after the document was delivered, together with a brief, written explanation of the reason for his refusal. (d) The Secretary of State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document, in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. SECTION 11. Section 79-29-211, Mississippi Code of 1972, is amended as follows: 79-29-211. (1) The certificate of formation and any certificate of amendment, dissolution, correction or merger and any restated certificate must be delivered to the Office of the Secretary of State. A person who signs a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing by the Secretary of State. Unless the Secretary of State finds that a certificate is not acceptable for filing, upon receipt of all filing fees required by Section 79-29-1203 and delivery of the certificate the Secretary of State shall: (a) Certify that the certificate has been filed in the Secretary of State's office by endorsing upon the signed certificate the word "Filed" and the date and time of the filing. This endorsement is conclusive evidence of the date and time of its filing in absence of actual fraud; (b) File the certificate; and (c) Return a copy to the person who delivered it for filing or that person's representative with an acknowledgment of the date and time of filing. (2) Upon the filing of a certificate of amendment or upon the future effective date of a certificate of amendment (or judicial decree thereof) or an amended and restated certificate, as provided for therein, the certificate of formation shall be amended, corrected or restated as set forth therein. Upon the filing of a certificate of dissolution (or a judicial decree thereof) by the Secretary of State or upon the future effective date of a certificate of dissolution (or a judicial decree thereof), the certificate of formation is dissolved. (3) Each certificate delivered to the Office of the Secretary of State for filing must be typewritten or printed, or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form, and must be in the English language. A limited liability company name need not be in English if written in English letters or Arabic or Roman numerals. (4) Refused documents shall be returned by the Secretary of State to the limited liability company or its representative within * * *ten (10) sixty (60) days after the document was delivered, together with a brief, written explanation of the reason for the refusal. (a) If the Secretary of State refuses to file a document, the limited liability company may appeal the refusal to the chancery court of the county where the limited liability company's principal office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of the refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (5) A certificate from the Secretary of State delivered with a copy of the document filed by the Secretary of State is conclusive evidence that the original document is on file with the Secretary of State. SECTION 12. This act shall take effect and be in force from and after July 1, 2026.
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