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How to withdraw a foreign Mississippi LLC or corporation business with the Secretary of State

We’re Just Not Annoying®

MISSISSIPPI SECRETARY OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign Mississippi limited liability company or Mississippi corporation certificate of authority:

Mississippi Office of the Secretary of State now allows foreign corporations and LLCs registered in Mississippi to withdraw using the online filing system. If you no longer wish to have your business registered in Mississippi, then you can simply log on and choose to file and amendment. Then choose the option to file a Certificate of Withdrawal and follow the prompts.

How much does it cost to cancel your out of state registration with Mississippi?

There is a $25 filing fee to cancel your foreign Mississippi limited liability company.

There is a $25 filing fee to withdraw your foreign 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 hours to process your online filing.

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?

Mississippi now allows all corporation and LLC filings to be completed online. So if you need to re-register your corporation or LLC in Mississippi, just use the online filing system. You will have to follow the prompts and upload any required documentation. The fee to file for reinstatement following revocation is $100 for a corporation or LLC.

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.

Additional Resources:

Mississippi Registered Agent Resignation

Corporate Compliance
by Local Corporate Guides®