"The MS Business Filing Fraud Prevention Act"; create.

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To: Business and Commerce
MISSISSIPPI LEGISLATURE REGULAR SESSION 2026

By: Representatives Mansell, Felsher, Hale

HOUSE BILL NO. 1532

AN ACT TO CREATE NEW SECTIONS 79-39-1, 79-39-3, 79-39-5, 1
79-39-7, 79-39-9, 79-39-11, 79-39-13, 79-39-15 AND 79-39-19, 2
MISSISSIPPI CODE OF 1972, TO CREATE THE MISSISSIPPI BUSINESS FRAUD 3
PREVENTION ACT; TO AMEND SECTIONS 79-4-1.25 AND 79-29-211, 4
MISSISSIPPI CODE OF 1972, TO CONFORM TO THE PRECEDING SECTIONS; 5
AND FOR RELATED PURPOSES. 6
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: 7
SECTION 1. The following shall be codified as Section 8
79-39-1, Mississippi Code of 1972: 9
79-39-1. (1) This act shall be known and may be cited as 10
the "Mississippi Business Filing Fraud Prevention Act". 11
(2) For the purposes of this act, the following terms have 12
the meanings provided herein: 13
(a) "Complainant" means a person who: 14
(i) Delivers a declaration of wrongful filing, and 15
(ii) Has a connection to the allegedly wrongful 16
filing or the related business. 17
(b) "Filer" means the person who has allegedly made a 18
wrongful filing. 19
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(c) "Office" means the Office of the Secretary of 20
State. 21
(d) "Entity" means: 22
(i) A domestic or foreign business corporation; 23
(ii) A domestic or foreign nonprofit corporation; 24
(iii) A domestic or foreign general partnership, 25
including a limited liability partnership; 26
(iv) A domestic or foreign limited partnership, 27
including a limited liability limited partnership; 28
(v) A domestic or foreign limited liability 29
company; 30
(vi) An investment trust or foreign investment 31
trust; 32
(vii) An agricultural association; or 33
(viii) Does not include: 1. an individual; 2. 34
is not formed with the Secretary of State's Office under this 35
title; 3. decedent's estate; or 4. government or a governmental 36
subdivision, agency, or instrumentality. 37
SECTION 2. The following shall be codified as Section 38
79-39-3, Mississippi Code of 1972: 39
79-39-3. (1) The form and contents of declaration shall be 40
as follows: 41
(a) A complainant may deliver a declaration of wrongful 42
filing to the office if the complainant believes that a document 43
filed with an entity: 44
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(i) Was not authorized to be filed; and 45
(ii) Was filed with the intent to: 46
1. Modify the ownership, registered agent, 47
entity address, contact information, governance, or other 48
information of an entity on record; or 49
2. Register an entity using another person's 50
name, address, or identity. 51
(b) A declaration of wrongful filing shall include: 52
(i) The entity's business identification number of 53
the allegedly wrongful filing: 54
(ii) The complainant's name, mailing address, and 55
email address; 56
(iii) Whether the complainant is employed by or 57
has an ownership interest in the entity that is the subject of the 58
filing; 59
(iv) Any information or evidence supporting the 60
complainant's allegations under this act; 61
(v) A statement verifying the complainant believes 62
in good faith that the facts stated in the declaration are true; 63
and 64
(vi) Any other information the office deems 65
necessary. 66
(c) The office shall provide a form for declarations 67
filed under this section. A complainant shall use the form 68
provided when submitting a declaration of wrongful filing. 69
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(d) A declaration of wrongful filing shall be signed by 70
the complainant and notarized. The complainant shall certify 71
under the penalties of perjury that the statements therein are 72
true and correct to the best of their knowledge. 73
(2) In reviewing the declaration: 74
(a) The office shall promptly accept or reject a 75
declaration of wrongful filing. 76
(b) The office may reject a declaration of wrongful 77
filing that is incomplete, does not use the provided form, or the 78
office reasonably believes was delivered with the intent to harass 79
or defraud the filer. The office may reject a declaration of 80
wrongful filing if the office has already issued a final order on 81
the filing identified in the declaration. 82
SECTION 3. This section shall be codified as Section 83
79-39-5, Mississippi Code of 1972: 84
79-39-5. (1) When the office accepts a declaration of 85
wrongful filing, it shall provide notice of the declaration to the 86
complainant and the filer within thirty (30) days. The notice 87
shall describe the allegations made in the declaration and the 88
process used to resolve the allegations. The notice shall 89
prominently state the response timeline provided in Section 90
79-39-7 and the consequences if the filer does not respond. 91
(2) The office shall send the notice by first class mail to: 92
(a) The complainant at the mailing address provided in 93
the declaration; and 94
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(b) To the filer at the entity's most recent registered 95
business address associated with the filing named in the 96
declaration. 97
(3) Notice is deemed received by the complainant and the 98
filer upon mailing. 99
(4) If the notice to the filer is returned as undeliverable, 100
the office may deem the filing fraudulent and immediately issue a 101
final order as provided under Section 79-39-13, notwithstanding 102
the time period under Section 79-39-7. 103
SECTION 4. This section shall be codified as Section 104
79-39-7, Mississippi Code of 1972: 105
79-39-7. (1) After notice is received, the filer shall 106
respond in writing to the allegations in the declaration. The 107
response shall be received by the office within thirty (30) 108
calendar days of receipt of the notice. 109
(2) The filer's response under this section shall include 110
any information refuting the allegations contained in the 111
complainant's declaration. 112
SECTION 5. This section shall be codified as Section 113
79-39-9, Mississippi Code of 1972: 114
79-39-9. If the filer does not respond within the time 115
period provided in Section 79-39-7, the office shall deem the 116
filing fraudulent and issue a final order as provided under 117
Section 79-39-13. 118
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SECTION 6. This section shall be codified as Section 119
79-39-11, Mississippi Code of 1972: 120
79-39-11. (1) Preliminary determination. If the filer 121
responds within the time period provided in Section 79-39-7, the 122
office shall further evaluate the allegations in the declaration 123
and information in the response. Once complete, the office shall 124
make a preliminary determination regarding whether the filing 125
named in the declaration is fraudulent. 126
The office may request additional information from the 127
complainant and the filer if necessary to make the preliminary 128
determination. 129
(2) Notice of preliminary determination. The office shall 130
send notice of the preliminary determination to the complainant 131
and the filer in the manner described under Section 79-39-5. 132
Notice is deemed received in the manner described under Section 133
79-39-5(3). 134
(3) Response. After notice is received, the filer shall 135
respond to the preliminary determination within ten (10) calendar 136
days with additional information or evidence. The filer may send 137
additional information or evidence within the same time period. 138
The response shall be received by the office within the time 139
period provided under this subsection. 140
(4) Procedure if no second response is received. If the 141
nonprevailing party does not respond as required under subsection 142
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(3), the preliminary determination becomes final and the office 143
shall issue a final order pursuant to Section 79-39-13. 144
(5) Procedure if second response is received. If the 145
nonprevailing party responds as required under subsection (3), the 146
office shall consider the additional information provided, make a 147
final determination regarding whether the filing named in the 148
declaration is fraudulent, and issue a final order under Section 149
79-39-13. 150
(6) Factors. When making a preliminary or final 151
determination under this section, the office may consider various 152
factors, including, but not limited to: 153
(a) Whether the office has previously received 154
declarations of wrongful filing or issued final orders relating to 155
the entity, the filer, or the complainant; 156
(b) The previous filing history relating to the entity, 157
the filer, or the complainant; 158
(c) Whether the filer or complainant failed to respond 159
to a request for additional information; and 160
(d) Whether the office is able to independently verify 161
the information provided by the filer or complainant using 162
publicly available information. 163
SECTION 7. The following section shall be codified as 164
Section 79-39-13, Mississippi Code of 1972: 165
79-39-13. (1) Filings that are deemed fraudulent are 166
handled in the following manner: 167
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(a) If the office deems a filing fraudulent under this 168
chapter, the office shall issue a final order under this 169
subsection. The final order shall state the office's rationale 170
for deeming the filing fraudulent. 171
(b) When a filing is deemed fraudulent pursuant to a 172
final order under this subsection, the filing must be treated for 173
legal purposes as if the filing never existed. In the case of an 174
entity registered using a Mississippi resident's name, address, or 175
identity without the resident's authorization, the entity is 176
deemed dissolved. 177
(c) When a filing is deemed fraudulent pursuant to a 178
final order, the office shall: 179
(i) Mark the unauthorized filing or the entity's 180
record as unauthorized or fraudulent; 181
(ii) Redact names and addresses that were used 182
without authorization; and 183
(iii) Retain a copy of the final order. 184
(d) In addition to the actions in paragraph (c), the 185
office may: 186
(i) Disable additional filing functionality on the 187
entity's record; or 188
(ii) Take any other action the office deems 189
necessary to prevent further unauthorized filings, protect private 190
information, or prevent misuse of unauthorized information. 191
(2) Filings deemed not fraudulent or insufficient evidence. 192
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If the office determines that a filing is not fraudulent or that 193
insufficient information is available to make a determination, the 194
office shall issue a final order stating that the office will not 195
remove the filing from the database. The final order shall state 196
the office's rationale for determining that the filing is not 197
fraudulent or that sufficient information was not available to 198
make a determination of a wrongful filing. 199
SECTION 8. This section shall be codified as Section 200
79-39-15, Mississippi Code of 1972: 201
79-39-15. (1) Definitions. For purposes of this section, 202
"nonpublic data" has the meaning given in subsection (2), and 203
"private data on individuals" has the meaning given in subsection 204
(2). 205
(2) Data classification. Data submitted by a complainant or 206
filer under this chapter is classified as nonpublic data or 207
private data on individuals and is exempt from the Mississippi 208
Public Records Act. A final order under Section 79-39-13 is 209
public data, subject to the following: the complainant or filer's 210
personal contact information is classified as private data on 211
individuals and is exempt from the Mississippi Public Records Act. 212
The unredacted version of a filing deemed fraudulent pursuant to a 213
final order under Section 79-39-13, is classified as nonpublic 214
data or private data on individuals and is exempt from the 215
Mississippi Public Records Act. The version of the filing that 216
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has been redacted pursuant to Section 79-39-13, is classified as 217
public data. 218
(3) Dissemination permitted. Notwithstanding subsection (2) 219
of this section, the office may disseminate data of any 220
classification collected, created, or maintained under this 221
chapter: 222
(a) To the Attorney General to aid the office in the 223
investigation and review of a filing that is the subject of a 224
declaration of wrongful filing; 225
(b) To a person or agency if the office determines that 226
access to the data aids a criminal or civil investigation; or 227
(c) If required or authorized by a court order or other 228
state or federal law. 229
SECTION 9. This section shall be codified as Section 230
79-39-19, Mississippi Code of 1972: 231
79-39-19. The office may adopt rules to carry out the 232
provisions of this act. The Secretary of State shall have the 233
powers reasonably necessary to perform the duties required of the 234
Office of the Secretary of State under the provisions of this 235
chapter. 236
SECTION 10. Section 79-4-1.25, Mississippi Code of 1972, is 237
amended as follows: 238
79-4-1.25. (a) If a document delivered to the Office of the 239
Secretary of State for filing satisfies the requirements of 240
Section 79-4-1.20, the Secretary of State shall file it. 241
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(b) The Secretary of State files a document by recording it 242
as filed on the date and time of receipt. After filing a 243
document, the Secretary of State shall deliver to the domestic or 244
foreign corporation or its representative a copy of the document 245
with an acknowledgment of the date and time of filing. 246
(c) If the Secretary of State refuses to file a document, he 247
shall return it to the domestic or foreign corporation or its 248
representative within * * * sixty (60) days after the document was 249
delivered, together with a brief, written explanation of the 250
reason for his refusal. 251
(d) The Secretary of State's duty to file documents under 252
this section is ministerial. His filing or refusing to file a 253
document does not: 254
(1) Affect the validity or invalidity of the document, 255
in whole or in part; 256
(2) Relate to the correctness or incorrectness of 257
information contained in the document; 258
(3) Create a presumption that the document is valid or 259
invalid or that information contained in the document is correct 260
or incorrect. 261
SECTION 11. Section 79-29-211, Mississippi Code of 1972, is 262
amended as follows: 263
79-29-211. (1) The certificate of formation and any 264
certificate of amendment, dissolution, correction or merger and 265
any restated certificate must be delivered to the Office of the 266
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Secretary of State. A person who signs a certificate as an agent 267
or fiduciary need not exhibit evidence of the person's authority 268
as a prerequisite to filing by the Secretary of State. Unless the 269
Secretary of State finds that a certificate is not acceptable for 270
filing, upon receipt of all filing fees required by Section 271
79-29-1203 and delivery of the certificate the Secretary of State 272
shall: 273
(a) Certify that the certificate has been filed in the 274
Secretary of State's office by endorsing upon the signed 275
certificate the word "Filed" and the date and time of the filing. 276
This endorsement is conclusive evidence of the date and time of 277
its filing in absence of actual fraud; 278
(b) File the certificate; and 279
(c) Return a copy to the person who delivered it for 280
filing or that person's representative with an acknowledgment of 281
the date and time of filing. 282
(2) Upon the filing of a certificate of amendment or upon 283
the future effective date of a certificate of amendment (or 284
judicial decree thereof) or an amended and restated certificate, 285
as provided for therein, the certificate of formation shall be 286
amended, corrected or restated as set forth therein. Upon the 287
filing of a certificate of dissolution (or a judicial decree 288
thereof) by the Secretary of State or upon the future effective 289
date of a certificate of dissolution (or a judicial decree 290
thereof), the certificate of formation is dissolved. 291
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(3) Each certificate delivered to the Office of the 292
Secretary of State for filing must be typewritten or printed, or, 293
if electronically transmitted, it must be in a format that can be 294
retrieved or reproduced by the Secretary of State in typewritten 295
or printed form, and must be in the English language. A limited 296
liability company name need not be in English if written in 297
English letters or Arabic or Roman numerals. 298
(4) Refused documents shall be returned by the Secretary of 299
State to the limited liability company or its representative 300
within * * * sixty (60) days after the document was delivered, 301
together with a brief, written explanation of the reason for the 302
refusal. 303
(a) If the Secretary of State refuses to file a 304
document, the limited liability company may appeal the refusal to 305
the chancery court of the county where the limited liability 306
company's principal office is or will be located. The appeal is 307
commenced by petitioning the court to compel filing the document 308
and by attaching to the petition the document and the Secretary of 309
State's explanation of the refusal to file. 310
(b) The court may summarily order the Secretary of 311
State to file the document or take other action the court 312
considers appropriate. 313
(c) The court's final decision may be appealed as in 314
other civil proceedings. 315
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ST: "The MS Business Filing Fraud Prevention
Act"; create.
(5) A certificate from the Secretary of State delivered with 316
a copy of the document filed by the Secretary of State is 317
conclusive evidence that the original document is on file with the 318
Secretary of State. 319
SECTION 12. This act shall take effect and be in force from 320
and after July 1, 2026. 321