Is it time to close your Mississippi corporation, but you’re not sure where to start the process?

Dissolving a corporation is a lengthy but manageable endeavor. And every state’s procedure looks a bit different. In this guide, we’ll cover the state-specific components of dissolving your Mississippi corporation. In no time, you’ll be on your way to whatever’s next.

The Basics of Dissolving a Mississippi Corporation

In general, every dissolution follows the same basic structure, with 5 basic steps. There are, of course, a lot more “nuts and bolts” to the process (read more about them here), but for now, let’s get a bird’s eye view:

  • Vote to dissolve the corporation: Corporations are not solo endeavors, and ending them isn’t one individual’s call. First, your board will need to convene and vote on a motion to dissolve the corporation. After that, some corporations will need to have their shareholders vote for the dissolution as well (depending on the corporation’s bylaws).
  • File the dissolution paperwork: Once your corporation’s members have decided to dissolve, you’ll reach out to the Mississippi Secretary of State and fill out the appropriate Articles of Dissolution.
  • Fulfill your tax obligations: Your corporation will need to pay any taxes due to the IRS and the Mississippi Department of Revenue. This can be a multi-step process as you liquidate assets and pay any creditors.
  • Cancel licenses and close accounts: If your corporation maintains any licenses or permits, this is the time to cancel them so you aren’t charged renewal fees. You should also close down accounts with vendors and your bank (once your financial affairs are settled).
  • Notify your stakeholders: A dissolving corporation must settle any financial debts, liquidate its assets, and distribute the appropriate funds to its shareholders. Stakeholders must be notified so they can lay claim to their share in a timely fashion.

That’s the gist of dissolving a Mississippi corporation. But before you can truly start the process, you’ll need to answer one important question.

Who’s Dissolving the Mississippi Corporation?

Two key groups can dissolve a corporation: the original incorporators and the initial board of directors or the board of directors with shareholder approval. The group initiating the dissolution affects how you file with the Secretary of State. So let’s talk about each.

Dissolving a Mississippi corporation by the incorporators or initial board of directors

In some cases, a Mississippi corporation might decide to dissolve before they really get things up and running. More specifically, if the corporation hasn’t issued stock or conducted any business yet, then the incorporators or initial directors will be the ones who vote to dissolve the corporation.

Once the dissolution vote passes, the corporation can file the Articles of Dissolution form online. Here’s the information required to complete this document:

  • Name of the corporation
  • Date of initial incorporation
  • Confirmation that:
    • No shares have been issued OR no business was conducted
    • Net assets were distributed (if applicable)
    • A majority of the incorporators or directors approved the dissolution

This form costs $25 to submit; Mississippi usually processes this document within 24 hours.

Dissolving a Mississippi corporation by the shareholders

In a corporation that has issued shares, the dissolution process looks a little bit different. In most cases, the board votes for a motion to dissolve the corporation. Then that vote is brought before the shareholders for approval.

Once that approval is obtained, it’s time to file the Articles of Dissolution online. Here’s the information required to complete the document:

  • Name of the corporation
  • Date the dissolution vote was approved
  • Description of how the vote was approved

This filing costs $25, and Mississippi usually processes it within 2-3 business days.

All told, the paperwork steps for dissolving a corporation are pretty similar; there are just a few sections you’ll fill out differently.

What About Administrative Dissolutions?

Sometimes, the state of Mississippi may force a corporation to dissolve against its will. Usually, this happens because a corporation hasn’t filed its annual report, paid its taxes, maintained its registered agent, renewed appropriate licensure, or some other clerical error. A corporation may also be dissolved for any activities that are ruled fraudulent or otherwise harmful to the public.

In most cases, these corporations can be restored and resume business. The process can be quite a hassle, but it is manageable. First, a corporation must resolve whatever issue caused its dissolution. A corporation with defunct annual reports, for example, would need to submit the reports and pay any missing fees (plus late fees).

Before you can apply for reinstatement, you’ll need to obtain a certificate of tax clearance from the Department of Revenue. Once you have it, you can formally apply for reinstatement by including an application containing important information: your tax clearance, your corporation’s name, affirmation that the grounds for dissolution have been cleared, and confirmation that your name is still available. Mississippi lets you file this revocation at any time.

Please note that the “any time” window of opportunity is for administrative dissolutions only. Voluntary dissolutions (as discussed above) have a shorter filing window.

It’s far easier to avoid dissolution entirely; remain compliant with your corporation, and you can skip this step completely.

Frequently Asked Questions

What happens to my Mississippi business name?

As soon as your dissolution paperwork is processed, your name becomes available for other businesses to use. That’s why we recommend being 100% sure that you’re done conducting business before you file any dissolution paperwork.

Can I change my mind and go back into business?

Yes, but you can’t dawdle. If you voluntarily dissolved your corporation, you have just 120 days to go back into business by filing the Articles of Revocation of Dissolution online. There’s a $25 fee for this filing; find the full state guidelines for this process here.

What if I want to become an LLC instead of closing my business?

Mississippi allows corporations to convert into any entity type they choose, provided the proper procedure is followed. Once a vote to convert is approved, you can file the Statement of Conversion online. You can find the state’s full guidelines for this process here. For more information on starting and running an LLC, check out our guide to starting a Mississippi LLC.

Do I have to publish a notice that my corporation is dissolving?

You must notify your stakeholders that your corporation is dissolving, and the notice must be in writing. Some corporations choose to provide a notice in a newspaper publication, as it makes it easier to dispose of unknown claims, but it’s not technically required. We do recommend it, though.

How can I avoid being dissolved because of a registered agent issue?

In Mississippi, you can face administrative dissolution and severe penalties if you let your registered agent coverage lapse. Thankfully, you can avoid this problem easily. If you’ve picked a new agent or your old agent has resigned, simply file the Certificate of Amendment as soon as possible. There’s a $50 fee.

As long as you avoid a lapse in your agent coverage, your corporation will stay compliant.

How long do Mississippi stakeholders have to lay claim to my corporation’s assets?

When you provide written notice to your shareholders that you’re dissolving your corporation, you actually get to set the timeline for how long they have to make a claim. That said, the state requires you to give them a minimum of 120 days. You can provide for longer if you wish.

The process for unknown claims is a bit different; read more in the state’s Dissolution Articles.

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