How to withdraw your foreign Mississippi limited liability company or Mississippi corporation certificate of authority:
Mississippi Office of the Secretary of State (SOS) provides fillable forms to withdraw you foreign corporation or LLC. Withdrawal/cancellation forms for your corporation or LLC are in your online account when you sign up for registered agent service with Northwest. They are also available on the on the SOS website. Submit one withdrawal or cancellation form to the Mississippi SOS by mail or in person. Include a check payable to the Secretary of State.
LLC registered in Mississippi:
To cancel your foreign LLC in Mississippi, you fill out and submit F0203-Certificate of Cancellation of Foreign Limited Liability Company
Corporation registered in Mississippi:
To withdraw your foreign corporation in Mississippi, you provide the completed form, F0015-Application for Certificate of Withdrawal.
How much does it cost to cancel your out of state registration with Mississippi?
There is a $25 filing fee to cancel your Mississippi limited liability company.
There is a $25 filing fee to withdraw your Mississippi corporation.
Do you need a Mississippi Department of Revenue clearance first?
You don't need Department of Revenue tax clearance to withdraw your corporation or LLC from Mississippi.
How long does it take the state to process the withdrawal filing?
Mississippi SOS takes 24-48 hours to process your documents.
Mississippi SOS does not offer expedited processing.
You may chose to avoid mail time by delivering documents in person, but Mississippi SOS will not process those documents any more quickly than normal.
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 your business's filed documents.
What agency do you need to file the withdrawal with?
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
What happens if you don't file a withdrawal and just let your annual report filings go unfiled?
If a foreign Mississippi corporation or LLC does not file its annual report, the secretary of state will send notice that it is past due. If the business still doesn't file the report, it may eventually be administratively revoked.
If you just don't file an annual report, how long before you lose your certificate of authority?
Foreign LLC:
If a foreign LLC does not file its annual report, the Secretary of State will notify the LLC that it is past due. If the LLC still doesn't file the annual report 60 days after the notice, the Secretary of State will revoke the LLCs authority to do business in Mississippi.
Foreign corporation:
If a foreign corporation registered in Mississippi does not file its annual report on the due date, the SOS will notify the corporation, by first class mail, that there are grounds for revocation. If the corporation still hasn't filed within 60 days after the notice, the SOS will revoke its certificate of authority.
What are the late fees and penalties to re-register if your registration is forfeited?
Reinstate a foreign LLC:
Under the new 2010 Mississippi LLC act, foreign LLCs that have been administratively revoked can reinstate in Mississippi any time following the revocation by submitting an application for reinstatement to the SOS. LLC reinstatement is so new in Mississippi and the SOS does not have an application form available yet. We do know that the process to reinstate a foreign LLC will be similar to that for corporations. The Application for Reinstatement following Administrative Revocation will cost $100 to file.
Reinstate a foreign corporation:
You would have to file form F0022-Application for Reinstatement following Administrative Dissolution/Revocation to reinstate your foreign corporation in Mississippi. You would also have to submit certification from the Mississippi Department of Revenue (formerly the Mississippi State Tax Commission) that the corporation has paid all taxes it owed. To get the certification, you fill out the Request for Certification that is attached to the Mississippi Application for Reinstatement. Then you can either mail or fax it to the Mississippi Department of Revenue. If you fax it in, they can have the clearance processed the same day. The Mississippi Department of Revenue will mail or fax you two copies of the tax certificate. Submit one to the Secretary of State with your application for reinstatement.
Submit the request for tax certification to:
Mississippi Department of Revenue
PO Box 1033
Jackson, MS 39215
Phone: (601) 923-7000
Fax: (601)923-7094
How long does the registered agent have to accept service of process after a foreign corporation or LLC has filed an application for certificate of withdrawal?
The registered agent does not have to accept service of process for a foreign corporation or LLC after it has cancelled its Mississippi registration. The cancellation revokes the authority of the Mississippi registered agent and after that time, the Secretary of State accepts any service of process for the company.
Mississippi SOS forms:
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