Have you decided to stop transacting business with your Mississippi limited liability company? The state of Mississippi legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Mississippi.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Mississippi is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Mississippi.
How to Dissolve a Domestic Mississippi LLC
All LLC dissolutions can be filed online in Mississippi. All you need to do is make a “Registered Filer” account with the Secretary of State right here. Then, you will need to fill out the Certificate of Dissolution using the following information about your business:
- LLC name
- Reason for dissolution
- Effective date of dissolution
- Signature of authorized representative
- Name and title of applicant
- Physical address
When you’ve finished filling out the form, you will need to pay the $50 filing fee. The Certificate of Dissolution is generally processed the same day you file it, and often within mere minutes.
How to Dissolve a Foreign LLC in Mississippi
Do you need to dissolve a limited liability company based outside of Mississippi, but qualified to transact business within this state?
In order to dissolve a foreign LLC in Mississippi, you must log in to your Registered Filer account (you will need to create one if you haven’t already) and choose to file a Certificate of Withdrawal. The entire process can be done through the Secretary of State’s online filing system. The Certificate of Withdrawal requires the following information:
- Business email address
- Affirmation of the following:
- “This company is not transacting business in Mississippi and hereby surrenders its authority to transact business in the state. The company hereby revokes the authority of its registered agent in Mississippi to accept service of process on its behalf and appoints the Mississippi Secretary of State as its agent for service of process in any proceeding based upon any cause of action arising during the time it was authorized to transact business in the state of Mississippi.”
- Mailing address
- Signature of authorized representative
It costs $25 to submit a Certificate of Withdrawal through the online filing system. You can pay by credit card or bank account. Once you provide the payment information and submit all of the relevant information, the Secretary of State will process your filing the same day you submit it, and they’re sometimes able to process your withdrawal in just a few minutes.
What Else Do I Need to Know About LLC Dissolutions in Mississippi?
If you change your mind and wish to reverse a dissolution, the state of Mississippi gives you 120 days to file the Certificate of Revocation of Dissolution. Revoking your dissolution also comes with a $25 filing fee.
Once your business is dissolved, your business name is immediately available for others to claim and use. This is why it is important that you only dissolve your Mississippi LLC if you have no intention of conducting business in the future under the same business name.
If an LLC fails to file its annual report, it may face administrative dissolution. This is when the Secretary of State dissolves your business without your consent, or in the case of foreign LLCs, revokes your authority to do business in the state. Either way, you can file for reinstatement or “re-registration” through the Secretary of State’s online filing system.
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Mississippi makes the majority of their business filings available online, which speeds up the process and makes it easy to dissolve your domestic or foreign LLC. In fact, dissolutions and withdrawals can only be filed online in this state.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Mississippi LLC!