Corporation Reinstatement and Revival Requirements in Mississippi

At a glance

Requirements one by one

Confirm administrative dissolution and cure every ground

Section 79-4-14.22 applies only to a corporation administratively dissolved under § 79-4-14.21. The ordinary § 79-4-14.20 grounds are a franchise tax or penalty more than 60 days late, an annual report more than 60 days late, a 60-day registered-agent lapse or unreported change or resignation, expiration of stated duration, or an intentional materially false filing.

The Secretary of State gives written notice. Current 2023 law permits delivery either by email to the registered agent's email address or by first-class mail, as indicated by the corporation. If the corporation does not cure or disprove every ground within 60 days after perfected service, the Secretary signs and serves the dissolution certificate by the same delivery alternatives.

There is no outside reinstatement deadline

An eligible corporation may apply at any time after the administrative- dissolution effective date. The application recites the corporation's name and dissolution date, states that every ground did not exist or has been eliminated, states that the name satisfies § 79-4-4.01, and contains a Department of Revenue certificate that all corporate taxes are paid.

For a report-based dissolution, the delinquent reports are part of eliminating the ground. The current agency page sets April 15 as the corporate annual-report deadline and requires online filing. The current fee schedule lists $25 for each corporate annual report.

Obtain clearance before returning to the reinstatement filing

The Secretary of State's current instructions direct the filer to choose the portal's Reinstatement button and follow its link to the Department of Revenue. The Department emails the clearance letter. The filer saves that letter, returns to the reinstatement workflow, enters the Mississippi business ID, and uploads the letter with the request.

The fixed domestic profit-corporation reinstatement fee is $50. Back reports, taxes, penalties, an agent amendment, or another cure can add separate amounts; historical filed packets showing larger totals do not change the $50 fixed fee.

Use an authorized corporate filer

Section 79-4-1.20 allows the chair, president, another officer, a qualifying incorporator, or a receiver, trustee, or other court-appointed fiduciary to execute the document. The signer gives name and capacity. A corporate seal, attestation, acknowledgment, and verification are optional, and a copied signature is acceptable.

The statute does not impose a separate board or shareholder vote for the reinstatement application. Internal governing documents, a court order, or a control dispute may still require separate analysis of who is authorized to act for a particular corporation.

Relation back is broad but not unlimited

Under § 79-4-14.22(c), reinstatement relates back to the dissolution date, gap-period liability of the corporation, directors, officers, and shareholders is determined as though dissolution never occurred, and business may resume on that basis.

Section 79-4-14.21 separately preserves the validity of contracts, deeds, mortgages, security interests, liens, and corporate acts during dissolution and permits the corporation to defend a Mississippi action. It cannot maintain its own Mississippi action until reinstated. Neither provision states that a professional license, permit, insurance policy, foreign qualification, limitations period, or every disputed transaction is automatically cured.

What trips people up

• “At any time” does not waive the cure. Every dissolution ground, tax clearance, report, and payment requirement still applies.
• The clearance letter is an electronic attachment. Obtain it before returning to the portal's Reinstatement workflow.
• The $50 fee is only the fixed application charge. Annual reports are currently $25 each, and tax or other cure amounts are separate.
• Dissolution affects offensive litigation differently from defense. The corporation may defend, but it cannot maintain a Mississippi action until reinstated.

Common questions

Does Mississippi impose a five-year reinstatement deadline? No. Current § 79-4-14.22 says an eligible corporation may apply “at any time” after the administrative-dissolution effective date.

Is a separate registered-agent paper form required? The agency says no. Registered-agent changes are handled as an amendment through the online system.

Where is a denial appealed? Under § 79-4-14.23, the corporation may petition within 30 days in the First Judicial District of Hinds County or the chancery court where the principal office is located or the corporation is domiciled. The dissolution certificate, application, and denial notice are attached.

Statutes and sources

• Miss. Code §§ 79-4-14.20 to -14.23 — grounds, notice and cure, any-time application, contents, legal effect, and appeal. Release-78 Official Code Title 79 and official 2023 HB 1101 (accessed 2026-08-02).
• Miss. Code § 79-4-1.20 — authorized filer, signature, optional formalities, electronic delivery, and payment. Release-78 Official Code Title 79 (accessed 2026-08-02).
• Mississippi Secretary of State filing materials — online clearance and reinstatement workflow, $50 application, $25 reports, and April 15 report deadline. Business FAQ, fee schedule, and annual reports (accessed 2026-08-02).