Nonprofit Corporation Voluntary Dissolution Filing Requirements in Mississippi

At a glance

Requirements one by one

Approve dissolution and identify recipients

Section 79-11-333 permits a majority of incorporators or directors of a corporation with no members to dissolve, subject to approvals required by its articles or bylaws. Give dissolution-purpose meeting notice under § 79-11-259 and adopt a plan identifying recipients after creditors have been paid.

The ordinary route in § 79-11-335 requires board approval and, if there are members, approval by two-thirds of votes cast or a majority of voting power, whichever is less. The Act, articles, bylaws, or authorized conditions may require a greater vote or class voting. A memberless corporation needs approval by a majority of directors in office. The ordinary board rule in § 79-11-263 otherwise uses a default majority-in-office quorum and majority-present approval with a quorum.

Supply the plan and meeting notice

Member meeting notice includes the dissolution purpose and the plan or a summary. Section 79-11-205 requires fair and reasonable notice consistent with bylaws; its safe harbor is 10–60 days, or at least 30 days if mailed by a method other than first-class or registered mail. Section 79-11-259 defaults to at least two days’ notice of special board meetings, subject to a longer or shorter period in articles or bylaws; § 79-11-335 additionally requires the memberless dissolution meeting’s purpose and plan or summary.

Section 79-11-217 defaults to a member quorum of 10% of votes entitled to be cast, subject to higher or lower requirements. Unless limited or prohibited by articles or bylaws, § 79-11-203 permits dated, signed consents representing at least 80% of voting power. Nonsigners receive written notice; where required, approval becomes effective ten days afterward. Consent or ballot solicitation for dissolution includes the plan or summary under § 79-11-335(5).

Complete the required asset steps before filing

Although § 79-11-337 begins “At any time after dissolution is authorized,” its required articles statements include that debts, obligations, and liabilities have been paid and discharged or adequately provided for, and that remaining property and assets have been distributed or transferred as specified. Authorization alone does not satisfy those required statements.

Section 79-11-336 puts liabilities first and requires conditional returns. For a charitable organization as statutorily defined, remaining assets go to substantially similar charitable organizations or government for a public purpose. Other nonprofits’ restricted-purpose assets go to organizations engaged in substantially similar activities. Other assets follow articles or bylaws to the extent those documents determine distributive rights or distribution to others.

Deliver the articles and filing fee

Articles under § 79-11-337 give the corporation’s name, authorization date, sufficient board approval, debt and distribution statements, and either the absence of a member-approval requirement plus sufficient board/incorporator approval, or the prescribed membership, voting-power, class-participation and vote-tally details.

Section 79-11-105 allows the board’s presiding officer, president, or another officer to sign; an incorporator signs if directors have not been selected or the corporation has not been formed. Include the signer’s name and capacity and pay or provide for required fees. The Secretary of State may require a copy with a nonelectronic filing.

Section 79-11-109 sets a $25 base fee for dissolution articles and permits a charge up to twice the statutory fee if the prescribed form is not used. Section 79-11-337 makes dissolution effective with the articles. Section 79-11-111 ordinarily uses filing date and time, allows another specified time that day, and permits delay through the ninetieth day after filing; a delayed date without a time takes effect at close of business.

What trips people up

The required completed-distribution statement belongs in the filing even though § 79-11-341 preserves corporate existence for appropriate winding up afterward. Dissolution does not itself transfer title or terminate registered-agent authority. Restricted assets remain subject to the separate allocation rules in § 79-11-336.

Common questions

How can dissolution be reversed?

Under § 79-11-339, revoke within 120 days of the dissolution’s effective date. Use the same authorization unless the dissolution authorization reserved reversal to the board alone. Deliver revocation articles and a copy of the dissolution articles, stating the name, dissolution effective date, revocation authorization date, and applicable board or member-approval information. Effective revocation relates back and permits activities to resume as if dissolution had never occurred. The revocation base fee is $25 under § 79-11-109, subject to the same prescribed-form fee provision.

Can a delayed filing be stopped before it takes effect?

Section 79-11-111(3) prevents a delayed document from becoming effective when the parties file a certification of cancellation before its effective time and date. This differs from reversing an effective dissolution under § 79-11-339.

Statutes and sources

Miss. Code Ann. § 79-11-105

A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. Section 79-11-101 et seq. must require or permit filing the document in the office of the Secretary of State. The document must contain the information required by Section 79-11-101 et seq. It may contain other information as well. The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced by the Secretary of State in typewritten or printed form. The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation. The document must be signed: By the presiding officer of its board of directors, its president or by another of its officers; If directors have not been selected or the corporation has not been formed, by an incorporator; or If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary. The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: A corporate seal; An attestation; An acknowledgement or verification. A document required or permitted to be filed under this chapter which contains a copy of a signature, however made, is acceptable for filing. If the Secretary of State has prescribed a mandatory form for a document under Section 79-11-107, the document must be in or on the prescribed form. The document must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission if, to the extent, and in the manner permitted by the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Secretary of State may require one (1) exact or conformed copy to be delivered with the document except as otherwise provided in Sections 79-11-167 and 79-11-379. When the document is delivered to the office of the Secretary of State for filing, the correct filing fee and any franchise tax, license fee or penalty required by Section 79-11-101 et seq. or other law must be paid or provision for payment made in a manner permitted by the Secretary of State.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-111

Except as provided in subsection (2) of this section, a document is effective: At the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or At the time specified in the document as its effective time on the date it is filed. A document may specify a delayed effective time and date, and if it does so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed. Notwithstanding subsections (1) and (2) of this section, any document that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to the document file a certification of cancellation with the Secretary of State.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-203

Unless limited or prohibited by the articles or bylaws, action required or permitted by Section 79-11-101 et seq. to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent (80%) of the voting power. The action must be evidenced by one or more consents in the form of a record bearing the date of signature and describing the action taken, signed by those members representing at least eighty percent (80%) of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. If not otherwise determined under Section 79-11-201 or 79-11-209, the record date for determining members entitled to take action without a meeting is the date the first member signed the consent under subsection (1) of this section. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State. Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten (10) days after such written notice is given.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-205

A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. Any notice which conforms to the requirements of subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. Notice is fair and reasonable if: The corporation notifies its members of the place, date and time of each annual and special meeting of members no fewer than ten (10) (or if notice is mailed by other than first-class or registered mail, thirty (30)) nor more than sixty (60) days before the meeting date; Notice of an annual meeting includes a description of any matter or matters which must be approved by the members under Sections 79-11-269, 79-11-281, 79-11-301, 79-11-315, 79-11-323, 79-11-331, 79-11-333 or 79-11-335; and Notice of a special meeting includes a description of the matter or matters for which the meeting is called. Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 79-11-209, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: requested in writing to do so by a person entitled to call a special meeting; and the request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-217

Unless Section 79-11-101 et seq., the articles, or the bylaws provide for a higher or lower quorum, ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. A bylaw amendment to increase the quorum required for any member action must be approved by the members. Unless one-third (1/3) or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-259

Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two (2) days’ notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-263

Except as otherwise provided in Section 79-11-101 et seq., the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless Section 79-11-101 et seq., the articles or bylaws, require the vote of a greater number of directors. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (a) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (b) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-333

A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-335

Unless Section 79-11-101 et seq., the articles of incorporation, the bylaws or the board of directors or members (acting pursuant to subsection (3) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved: By the board of directors; and By the members, if any, by two-thirds (2/3) of the votes cast, or a majority of the voting power, whichever is less. If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with Section 79-11-259. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with Section 79-11-205. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-336

The assets of a corporation in the process of voluntary dissolution pursuant to Section 79-11-333 or Section 79-11-335 shall be applied and distributed as follows: All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case its property and assets are not sufficient to satisfy or discharge all the corporation’s liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements. If the corporation to be dissolved is a charitable organization, as defined in Section 79-11-501, the remaining assets shall be transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose. For all other nonprofit corporations, assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation. Other assets not described above, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive right of members, or any class or classes of members, or provide for distribution to others.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-337

At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: The name of the corporation; The date dissolution was authorized; A statement that dissolution was approved by a sufficient vote of the board; That all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; That all remaining property and assets of the corporation have been distributed among its members in accordance with their respective rights and interest, or have been otherwise distributed pursuant to the articles or bylaws of the corporation; or, in the case of a corporation which is also a charitable organization, as defined in Section 79-11-501, that the remaining property and assets of the corporation have been transferred to another charitable organization or other charitable organizations, as defined in Section 79-11-501, either domestic or foreign, engaged in activities substantially similar to those of the dissolving corporation, or to the federal government, or to a state or local government, for a public purpose; If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; If approval by members was required: The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class. A corporation is dissolved upon the effective date of its articles of dissolution.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-339

A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: The name of the corporation; The effective date of the dissolution that was revoked; The date that the revocation of dissolution was authorized; If the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect; If the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and If member action was required to revoke the dissolution, the information required by Section 79-11-337. Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-341

A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: Preserving and protecting its assets and minimizing its liabilities; Discharging or making provision for discharging its liabilities and obligations; Disposing of its properties that will not be distributed in kind; Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; and Doing every other act necessary to wind up and liquidate its assets and affairs. Dissolution of a corporation does not: Transfer title to the corporation’s property; Subject its directors or officers to standards of conduct different from those prescribed in Sections 79-11-267 and 79-11-275; Change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; Prevent commencement of a proceeding by or against the corporation in its corporate name; Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or Terminate the authority of the registered agent.

Official text (accessed 2026-09-30).

Miss. Code Ann. § 79-11-109(1)(m)–(n), (4), as amended by 2024 HB 1344 § 3

(m) Articles of dissolution 25.00 (n) Articles of revocation of dissolution 25.00 … (2) Except as otherwise provided in subsection (4) of this section, the Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) upon being served with process under Section 79-11-101 et seq. The party to a proceeding causing service of process is entitled to recover the fee paid the Secretary of State as costs if the party prevails in the proceeding. … (4) The Secretary of State may collect a filing fee greater than the fee set forth in subsections (1), (2) and (3) in an amount not to exceed twice the fee set forth in subsections (1), (2) and (3) of processing the filing, if the form prescribed by the Secretary of State for such filing has not been used.

Official text (accessed 2026-09-30).