How to Dissolve an LLC in Mississippi | LLC Closing Guide

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To dissolve a limited liability company one has to take up a set of required steps. In Mississippi, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Mississippi, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.

Mississippi LLC Dissolution

If you have an LLC in Mississippi (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Mississippi LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Mississippi LLC.

How to Dissolve an LLC in Mississippi

Dissolution of Mississippi LLC requires three broad procedural steps. Having a Mississippi LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Mississippi Secretary of State.

Step 1: Follow Your Mississippi LLC Operating Agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

  • All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
  • After that, a formal date for dissolving the LLC will be decided.
  • The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
  • Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.

Get a Professional Agent Service

When it comes to a limited liability company dissolution, it is important to get professional help. The Mississippi registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them. 

You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

  • Unemployment insurance tax
  • Employee withholding tax if your LLC has employees.
  • If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.

That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.

Tax clearance

While dissolving the Mississippi LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form. 

The IRS form for the LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a Mississippi Certificate of Formation, one has to file Mississippi LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

  • First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Mississippi state.
  • You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
  • In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
  • If you want to dissolve Mississippi Foreign LLC then look for the Foreign LLC Dissolution process.
  • There is a form available on this page, which is the article of dissolution you are looking for.
  • You must fill in all the important and legal information in the form, so you should be extra careful.
  • After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
  • It takes 3-5 business days after filing of articles of dissolution.

Online FIling: Mississippi Online LLC Dissolution

Filing Fee: $50

The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving Mississippi LLC

Apart from these three steps, no major dissolution rules are there in Mississippi. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.

  • For a certain period, the property of a business requires preservation.
  • If there is any civil case against the LLC, then the owner needs to finish them.
  • Settle all the existing disputes of LLC.
  • Transfer all the property of LLC to the names of partners.
  • Release all the liabilities that the LLC owes to others.
  • Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC cost in Mississippi includes the formation as well as dissolution fees. To dissolve an LLC in Mississippi, LLCs have to file an Article of Dissolution. The filing fee is $50. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,

  • You can select a payment pick-up option.
  • There is an option of direct account transfer through your prepaid accounts.
  • LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.

After Dissolving Your LLC

After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Mississippi LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Mississippi. A registered agent can help you do the needful.

Reasons Behind Dissolving Mississippi LLC

People have many business ideas, and they try to make it possible to create an opportunity. But once someone forms an LLC, they have to give it all. But if the business cannot thrive after that, the owners can decide to stop the business. So, can they leave it be? No, it is impossible to let the business go without deciding to dissolve an LLC in Mississippi. They will have to dissolve the business, and here are possible reasons for that, 

  • The partners don’t wish to keep the business going. 
  • They think it is better to adopt a new business plan. 
  • The company is not making any progress in the last few years. 
  • The company can’t provide adequate salaries to workers. 

Top Businesses in Mississippi!

Don’t we all look for an opportunity to start an LLC in Mississippi? Yes, indeed, we all do. Due to that, we all get to experience cut-throat competition in the different sectors. The competition can research the best industries a bit slow and impossible. What do we do at this time? Don’t worry. We have got you covered. Here, check the top sectors of the state that are inducing growth, 

  1. Manufacturing: This industry has been doing the best of all others. With this, many other sectors also get their resources as it is vital to have finished goods. With the help of this sector, the state made a $17.33 billion contribution to the economy. The amount tends to provide the best and ensures everyone gets the assistance. 
  2. Government enterprises: We all need better services, and we cannot deny that these public enterprises can add weight to them. We get all sorts of services, and it provides the betterment to the society as much as they can. The GDP contribution was $16.85 billion, and it ensures the development goes at a quicker pace.
  3. Real estate and renting: No one wants to be without a place for themselves. It could be for their livelihood, or it can be for their work. Everyone needs a real estate agent who can help them through that. If someone is not ready to pay so much money, they rent the space. So in all, they do need the service. With this sector, we get a $14.16 billion contribution to GDP.

Mississippi LLC Dissolution Review

Time needed: 5 minutes.

Here’s a recap of the steps you must follow when dissolving your Mississippi LLC. Click on the steps in this list if you want to read the full detail.

  1. Follow Your Mississippi LLC Operating Agreement

    Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. File Articles of Dissolution

    File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.

What is the Cost to Dissolve an LLC in Mississippi

To dissolve an LLC in Mississippi you need to file the Certificate of Withdrawal with the Mississippi Secretary of State online for $50.

Starting and running an LLC (Limited Liability Company) can be an exciting and rewarding process. However, sometimes unforeseeable circumstances may require the dissolution of this legal entity. Dissolving an LLC does sound like an overwhelming process, mainly with the cost considerations.

In Mississippi, the cost to dissolve an LLC may vary based on various factors such as the number of members, outstanding debts, and more. The dissolution procedure may involve several steps, and each of these may have different costs associated with them.

One of the common costs associated with dissolving an LLC in Mississippi is the filing fee. This fee varies depending on the mode of filing (either online or paper), the county of filing, and the nature of the dissolution. As a responsible LLC owner, it is essential to pay close attention to the fee amount and the mode of payment options available.

Another cost associated with LLC dissolution in Mississippi is the taxation obligation. LLC dissolution must be completed in compliance with federal and state tax requirements, and owners must ensure they have settled any taxes owned. If the business has a tax debt, the state of Mississippi can levy a penalty that attracts high interest, further driving up the cost.

It is crucial to keep in mind the retirement of employees or LLc owners if it applies to the business. Companies should make retirement benefit payments after the cessation date when winding up affairs.To avoid post-dissolution bookkeeping much longer than needed, businesses should ensure the payment arrangement couldn’t be computed much later than is needed.

Furthermore, businesses have a duty to discharge their debt responsibly as part of the wind-up process, with a deadline of not more than 90 days after dissolution. All unpaid taxes must be paid out to working stakeholders once every fee is charged to ensure that your internal staff and institutions are given preference until the tension has been paid.

When there are doubts about the process of dissolving their LLCs or running into excessive fees during payment, it is recommended to get legal counsel. Legal representation has the experience and insight into the dissolution proceedings spanning from an LLC to common ownership or bankruptcy, overcoming navigation problems that any seller would probably experience.

In conclusion, Dissolving an LLC requires a comprehensive understanding of Mississippi state laws to prevent financial risks and liability issues against the respective business owner’s working capital and employees. The variety of costs and the complexities of the LLC dissolution process require better forecasting, advance planning with sufficient liabilities. Every LLC business should consult legal advice before taking steps to dissolve its legal entity to ensure all information and costs are detailed and explained. Such advice is all about clarity and certainty, which offers key outcomes to businesses when experiencing changes at the finish to a bad dream.


Is there any filing fee the LLC owner has to pay for dissolving their LLC?

Yes, in Mississippi, there is a fee of $50 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Mississippi SOS.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of Mississippi accepts the dissolution form.

Can someone else take the name I use for my LLC?

The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.

Are there any fees for the probate judge who is taking the dissolution decisions?

Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.

In Conclusion

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in Mississippi. If you have any query do let us know in the comment box. 

About Author & Editorial Staff

Steve Goldstein, founder of LLCBuddy, is a specialist in corporate formations, dedicated to guiding entrepreneurs and small business owners through the LLC process. LLCBuddy provides a wealth of streamlined resources such as guides, articles, and FAQs, making LLC establishment seamless. The diligent editorial staff makes sure content is accurate, up-to-date information on topics like state-specific requirements, registered agents, and compliance. Steve's enthusiasm for entrepreneurship makes LLCBuddy an essential and trustworthy resource for launching and running an LLC.

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