Mississippi LLC dissolution with the Mississippi Secretary of State
How to dissolve a Mississippi limited liability company
How do you dissolve a Mississippi limited liability company?
All Mississippi LLC filings can now be completed online. You simply create a corporate filing account with the Secretary of State and complete the dissolution online. You will have the option to do the whole dissolution process and pay your fees online or to print the forms and mail them to the Secretary of State.
Submit the certificate of dissolution by mail or in person to:
Office of the Mississippi Secretary of State Business Services Division 700 North Street P.O. Box 136 Jackson, MS 39205-0136 Phone: (601) 359-1333 Fax: (601) 359-1499
Is there a filing fee to dissolve or cancel a Mississippi LLC?
There is a $50 filing fee to dissolve your Mississippi limited liability company.
Your registered agent service in Mississippi may be able to help you with the dissolution process.
Do you need a Department of Revenue clearance before the Mississippi Secretary of State will accept your dissolution?
No, you don’t need to get Mississippi Department of Revenue tax clearance before you can dissolve your Mississippi LLC.
How long does it take the state to process the filing?
Mississippi SOS will process documents filed online within about 24 hours.
Mailed documents take 2-3 days to process. There is no expedited processing option. Dropping off your dissolution documents saves mail time, but the SOS will not process them any faster than usual.
Once documents are filed, you can view them online by going to the SOS Business Services website and click the “Search Listings” link. Then you can search for your business name, ID, officers or registered agent to see the LLCs filed documents.
Can you revoke the Mississippi LLCs dissolution?
Under the 2010 Mississippi LLC act, if you decide you do not want to dissolve your Mississippi LLC, you can revoke the dissolution within 120 days after the effective date of the dissolution. You would file a certificate of revocation of dissolution. Include the LLCs name, the effective date of dissolution, and a copy of your certificate of dissolution when you submit the revocation to the Secretary of State. There is no Mississippi SOS form for revocation of dissolution.
There is a $25 filing fee to revoke the dissolution.
How long before someone can take your business name?
Your company name becomes available for use by other businesses immediately when you dissolve your Mississippi limited liability company.
Administrative dissolution and reinstatement are new for Mississippi LLCs and the details have not yet been worked out by Mississippi SOS. Assuming that LLCs will be treated much like corporations, there will be no name protection for an administratively dissolved Mississippi LLCs.
What is the penalty if you do not dissolve properly and just don’t file your annual reports/statements?
Domestic Mississippi LLCs are required to file annual reports with the Office of the Secretary of State. According to the new Mississippi LLC act, if a domestic LLC does not file its annual report, the Secretary of State will administratively dissolve the company. If the SOS has not received the annual report 60 days after it was due, the Secretary of State will notify the LLC that it is past due. If the LLC still doesn’t file the report within 60 days after the notice, the Secretary of State will administratively dissolve the LLC.
What are the late fees and penalties to re-register if your registration is forfeited?
Once the reinstatement portion of the new Mississippi LLC act is in effect, a domestic Mississippi LLC may apply for reinstatement at any time after administrative dissolution. The filing fee to apply for reinstatement following administrative dissolution will be $50. Since the new LLC act just became effective in 2011, there isn’t a form for reinstatement of a Mississippi LLC yet.