LLC Administrative Dissolution and Involuntary Termination in Mississippi
At a glance
| Law, agency and LLC scope | Miss. Code §§ 79-29-821, -823; Secretary of State administrative dissolution of domestic LLC. |
|---|---|
| Grounds and trigger dates | Fee unpaid 60 days; annual report 60 days late; no in-state agent 60 days; agent change/resignation not reported within 60 days; Department of Revenue notice of tax/payment delinquency; material misrepresentation in LLC filing (§ 79-29-821). |
| Agency notice | Secretary may commence; if ground found, serves LLC written determination under § 79-35-13. Enacted 2023 § 79-29-823 permits email to registered agent email or first-class mail as LLC indicates. |
| Cure or response window | LLC has 60 days after service to correct each ground or demonstrate to Secretary’s reasonable satisfaction that each does not exist (§ 79-29-823(2)). |
| Action and effective date | After uncured period Secretary signs certificate reciting grounds and effective date, files original, and serves copy through email or first-class mail route (§ 79-29-823(2)). |
| Status, activity and service | Dissolution does not end registered-agent authority; administratively dissolved LLC may defend a state-court action but may not maintain one until reinstated (§ 79-29-831(1), (2), (4)). |
| Special routes and effects | Department of Revenue delinquency notice to Secretary is an express administrative-dissolution ground (§ 79-29-821(e)); the Secretary still follows § 79-29-823 notice and cure procedure. |
| Route back and limits | Application at any time after effective dissolution stating ground absent or eliminated; Secretary files reinstatement certificate when application correct; reinstatement relates back (§ 79-29-825). |
Requirements one by one
Notice before the certificate
Section 79-29-823 distinguishes the Secretary's written ground determination from the later certificate of administrative dissolution. The determination may go by email to the registered agent's email address or by first-class mail as the LLC indicates. Only after 60 days from service without correction or a showing that each ground does not exist does the Secretary sign and file the certificate stating its grounds and effective date.
What trips people up
Section 79-29-821(e) makes a Department of Revenue notice to the Secretary of delinquent payment or tax an express ground. That is still followed by the Secretary's determination and cure process under § 79-29-823. The same grounds section also reaches a material misrepresentation in an application, report, affidavit, or other LLC filing. The 60-day eligibility periods for fees, reports, and agent problems precede the separate 60 days after service of the ground determination.
Common questions
Does administrative dissolution end the agent's authority? No. Section 79-29-831(1) preserves it. The section also allows the LLC to defend a state-court case, while subsection (4) restricts its ability to maintain one until reinstatement.
Is reinstatement time-limited? Section 79-29-825(1) permits an application at any time after effective dissolution; subsection (3) makes effective reinstatement relate back.
Statutes and sources
- Miss. Code § 79-29-821 — “The Secretary of State may commence a proceeding under § 79-29-823 to administratively dissolve a limited liability company” for the listed grounds (official Secretary of State Act PDF, accessed 2026-09-26).
- Miss. Code § 79-29-823 — “Such determination may be served either by electronic mail to the email address of the registered agent of the limited liability company or by first-class mail” (official enacted 2023 bill, accessed 2026-09-26).
- Miss. Code § 79-29-825 — an administratively dissolved LLC “may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution” (official enacted 2012 bill, accessed 2026-09-26).
- Miss. Code § 79-29-831 — “The dissolution of a limited liability company does not terminate the authority of the registered agent” (official Secretary of State Act PDF, accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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