Voluntary LLC Dissolution and Cancellation Requirements in Mississippi

At a glance

Requirements one by one

Mississippi uses one mandatory dissolution filing

Mississippi separates the event that dissolves the LLC from winding up, but it does not add a later domestic-LLC cancellation certificate. Miss. Code § 79-29-205 requires a Certificate of Dissolution when winding up begins. Under § 79-29-211, filing or the stated future effective date dissolves the certificate of formation.

That filing is not the end of every legal function. Section 79-29-831 says the dissolved LLC continues its legal existence but may carry on only business necessary or appropriate to wind up, liquidate, and notify claimants.

The agreement can lower the unanimous default

Section 79-29-801 recognizes a time or event in the certificate of formation, or an event in the written operating agreement. Otherwise, every member must consent, unless the certificate or operating agreement provides a lesser number.

The section also contains a memberless-company trigger with specified continuation exceptions. Those exceptions are not a lower voting threshold for a company that still has members.

The tax closing steps are separate

The dissolution certificate's statutory contents are the LLC name, an effective date, and any optional information the filer chooses. Section 79-29-205 does not list a Department of Revenue clearance letter or final tax return attachment.

The Secretary of State's closing infographic places the agencies on separate tracks: file the Certificate of Dissolution with SOS, and complete a Final Return Form and become current with taxes through the Department of Revenue. Those tax duties remain important, but the official materials do not describe them as advance attachments to the dissolution filing.

A non-wrongful manager normally winds up

Under § 79-29-809, a manager who did not wrongfully dissolve the LLC may wind up. If none exists, the members act, or they approve another person by more than 50 percent of current profit interests; when classes or groups exist, the threshold applies in each.

The wind-up actors may litigate, gradually settle and close the business, dispose of and convey property, discharge or reasonably provide for liabilities, and distribute remaining assets.

Creditor procedures are optional safe harbors

Section 79-29-817 says a dissolved LLC “may” dispose of known claims through its procedure. If it chooses that route, it sends written notice giving at least 120 days from the later of mailing or certificate filing. A rejected claimant then has 90 days after receiving rejection notice to sue.

Publication under § 79-29-819 is also optional. One compliant newspaper notice, combined with the filed dissolution certificate, creates a three-year action deadline measured from the later event for the covered unknown, unacted-on, contingent, and post-dissolution-event claims.

Reserves cover more than known invoices

Miss. Code § 79-29-813 requires payment or reasonable provision for known contingent, conditional, and unmatured contractual claims. It separately requires sufficient provision for pending cases and for claims likely to arise or become known within three years based on known facts.

Creditors, including member and manager creditors, come first. Member distribution liabilities follow, then contribution returns and residual financial interests. A knowing improper-distribution recipient may be liable; the section generally closes that recovery route after two years unless a timely action produces an adjudication of liability.

The filing is $50 and may be delayed up to 90 days

The current SOS fee schedule lists F0103, MS LLC Certificate of Dissolution, at $50. The FAQ directs filers into the online business-filing system and allows online payment; it also says a form may be completed online, printed, and mailed with a check.

The certificate states the LLC name and either takes effect on filing or on a date certain no later than 90 days after filing. Under §§ 79-29-207 and 79-29-211, an authorized person signs and states the signer's name, capacity, street address, and mailing address.

Revocation is available for 120 days

Miss. Code § 79-29-829 allows revocation within 120 days after the effective date of dissolution. Its approval language must be applied as written, including any operating-agreement approval and, when a vote or consent caused dissolution, approval from every person who supported it. The LLC files a Certificate of Revocation with a copy of the dissolution certificate; the current fee is $25.

The revocation relates back to the dissolution date. For a false, inaccurate, defectively executed, or erroneous filing, § 79-29-213 uses a Certificate of Correction within one year and an amendment after one year.

Statutes and sources

• Miss. Code §§ 79-29-205, -207, and -211 — certificate, signer, and effect. The certificate is mandatory when winding up begins, has a 90-day delayed-date ceiling, is signed by an authorized person, and dissolves the certificate of formation when effective. Official Code text (accessed July 28, 2026).
• Miss. Code § 79-29-801 — nonjudicial dissolution. This section supplies the governing-document events, unanimous default, authorized lower threshold, and memberless-company cure. Official Code text (accessed July 28, 2026).
• Miss. Code §§ 79-29-809 and -813 — winding up, reserves, and distribution. These sections identify the wind-up actors, powers, liability provisions, reserve categories, asset order, and two-year recipient rule. Official Code text (accessed July 28, 2026).
• Miss. Code §§ 79-29-817 to -819 — optional claim bars. These sections govern known-claim notice, publication, the 120-day and 90-day periods, the three-year bar, and enforcement against remaining or distributed assets. Official Code text (accessed July 28, 2026).
• Miss. Code §§ 79-29-213, -829, and -831 — correction, revocation, and survival. The LLC may correct specified filing defects, revoke within the statutory window, and continues legally only for closing functions. Official Code text (accessed July 28, 2026).
• Miss. Code § 79-29-1203 and SOS filing-fee schedule — fees. The dissolution certificate costs $50, revocation costs $25, and correction costs $50. Official Code text and current fee schedule (accessed July 28, 2026).
• Mississippi Secretary of State Business FAQs and closing guide — method and separate tax steps. The FAQ describes the online workflow and mailed-check alternative; the guide separates the SOS dissolution filing from the DOR final return and tax-current instruction. FAQ and closing guide (accessed July 28, 2026).