Mississippi Dissolution

Why do companies need to dissolve? –  When you formed your company in Mississippi, you had gone through a process involving paperwork. This process legalized your company’s operations and included it in the register of the state. Your company will have to do the same when it closes. The state requires all business entities that want to end their operations to file formal paperwork.

Who makes the decision to dissolve? – For LLCs in Mississippi, the decision will depend on the members. The LLC can hold a meeting and either follow the majority vote or require a unanimous vote. This will depend on your company’s formation documents. Meanwhile, the shareholders of a corporation will vote on the resolution that the board of directors has recommended dissolving the company. Make sure all resolutions and decisions are properly documented in your company’s record book.

How long does it take to dissolve a business? – It may take weeks for the company to finish the whole process. The time frame may vary depending on how long it will take for your company to settle all its obligations. After filing the proper documents, the state may take 2-3 days to process them.

There are certain steps that business owners need to follow to ensure that it complies with the rules Mississippi has set.

1. File Articles of Dissolution with the state – Business entities can file the Articles of Dissolution online. Visit the website of the Secretary of State and create a corporate filing account. You can finish the dissolution process online or print the forms and send them to the Secretary of State by mail.

2. Remove all liabilities and obligations – Assign one or a team of members or managers to handle the winding up of your company. They can liquidate the assets of your company and remove all liabilities depending on the order of priorities that the law has outlined. Then, they can distribute any remaining assets depending on the interests of members or shareholders.

3. Give notice to any claimants – You can send a written notice to all known claimants or publish it in a newspaper. Make sure the notice includes information on where and until when they can send claims.

4. Tax clearance – Mississippi does not require business entities to obtain a tax clearance certificate from the Department of Revenue. However, you should make sure that your company has no pending tax obligations to avoid legal problems.

5. Close all bank accounts, credit lines, permits, and licenses – Do not forget to tell agencies in charge to cancel permits and licenses to avoid any problems or fiscal obligations in the future. You should also close bank accounts and credit lines under the name of your company.

Mississippi Office of Secretary of State
Phone Number:
(601) 359-1633

Address:
Mississippi Secretary of State
125 South Congress Street
Jackson, MS 39201