Nonprofit Corporation Administrative Dissolution and Reinstatement in Mississippi
At a glance
| Entity and agency | Miss. Code §§ 79-11-347–353; Secretary of State administers domestic nonprofit dissolution and reinstatement. |
|---|---|
| Report, fee, or tax failure | Annual report at least 60 days overdue, or statutory taxes/penalties at least 60 days overdue; report is due before May 15 (§§ 79-11-347(a)–(b), 79-11-407(1)). |
| Agent and other grounds | No agent for 60 days; agent change/resignation unreported for 120 days; expired duration, unreported 501(c)(3) loss, or knowingly false filing (§ 79-11-347(c)–(g)). |
| Notice and cure | SOS gives determination in a record; at least 60 days after notice service is perfected to cure or show each ground is absent (§ 79-11-349(1)–(2)). |
| When status changes | SOS may sign and file a certificate stating grounds and effective date after uncured notice, then serves a copy (§ 79-11-349(2)). |
| Powers afterward | Existence continues for winding up, liquidation, and claimant notice; registered-agent authority continues (§ 79-11-349(3)–(4)). |
| Reinstatement window | Administratively dissolved corporation may apply at any time after dissolution; no calendar cutoff (§ 79-11-351(1)). |
| Filings, payments, and name | Application states name/date, eliminated or nonexistent grounds, compliant name, and Revenue tax-paid certificate; $50 application (§§ 79-11-351(1), 79-11-109(1)(p)). |
| Effect and review | SOS files reinstatement certificate; effect relates back. Written denial may be appealed to chancery court within 90 days after service (§§ 79-11-351(2)–(3), 79-11-353(1)–(2)). |
Requirements one by one
Grounds and two clocks
Under Miss. Code § 79-11-407(1), the nonprofit annual report is due before May 15. Section 79-11-347(b) lets the Secretary start dissolution proceedings when the report is 60 days overdue. Section 79-11-349(1)–(2) then requires notice in a record and at least 60 days after service is perfected to correct or contest each ground before the Secretary may sign the dissolution certificate. The statute also lists late taxes or penalties, agent defaults, expired duration, failure to report loss of federal exemption, and knowingly false filings in § 79-11-347(a), (c)–(g).
Status and restoration
The Secretary's certificate states the dissolution grounds and effective date. Under § 79-11-349(3)–(4), corporate existence continues only for winding up, liquidation, and claimant notice; the registered agent remains authorized. Section 79-11-351(1) allows reinstatement at any time, after the application states that every ground was absent or eliminated and includes a Department of Revenue certificate that all taxes owed have been paid. The filing charge is $50 under § 79-11-109(1)(p).
What trips people up
The 2024 law replaced the old requested-status-report wording in the dissolution ground with the required annual report. A current report default therefore belongs in the § 79-11-347(b) track even if an older guide describes a requested status report. Reinstatement takes effect retroactively under § 79-11-351(3), but the Secretary first determines that the application is correct under subsection (2).
Common questions
Is there a fixed last day to apply for reinstatement?
No calendar cutoff appears in § 79-11-351(1): it permits an application “at any time after the effective date of dissolution.”
How can a corporation challenge a reinstatement denial?
The Secretary must serve a written explanation. Under § 79-11-353(2), the corporation has 90 days after service is perfected to petition the chancery court of the county where its principal office is or was located, or the specified Hinds County court if it has no in-state principal office.
Statutes and sources
- Miss. Code §§ 79-11-347, 79-11-407, as amended/enacted by 2024 HB1344, accessed September 28, 2026: the report ground requires delivery “within sixty (60) days after it is due.”
- Miss. Code §§ 79-11-349, 79-11-351, 79-11-353, as amended by 2012 HB1162, accessed September 28, 2026: notice, effect, reinstatement, and appeal.
- Miss. Code § 79-11-109, as amended by 2024 HB1344, accessed September 28, 2026: the reinstatement application fee.
Source links
Every statute quoted above, linked, with the date we checked it.
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