How to Reinstate an LLC in Mississippi – 2024 Guide


Steve Bennett
Steve Bennett
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Get Mississippi LLC Reinstated

Reinstatement of an LLC in Mississippi involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Mississippi, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Mississippi, also known as The Magnolia State. There might be several reasons for LLC dissolution in Mississippi. This article will also list the type of dissolution in Mississippi and which ones are eligible for reinstation.

What is LLC Reinstatement in Mississippi?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Mississippi Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Mississippi

There can be several reasons why a Limited Liability Company gets dissolved in Mississippi. Certain types of dissolution can be identified based on the reasons given. In Mississippi, reinstatement of an LLC depends on how and why the LLC got dissolved in Mississippi in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Mississippi), tax dues, or any other administrative issues, the state can dissolve the LLC in Mississippi.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Mississippi Secretary of State.

How to Reinstate an LLC in Mississippi

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Mississippi.

Initial Steps Before Filing for Reinstatement

In Mississippi, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Mississippi. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Mississippi State Tax Commission to know whether you owe any outstanding tax obligations. Besides, going through the Mississippi Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Mississippi

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Mississippi Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Mississippi, the reinstatement document is called Reinstatement Application. The next task is to get the forms from the official Mississippi Secretary of State business section. A reinstatement fee might be paid to the Mississippi SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
    • Offline Filing in Mississippi: Not Applicable
    • Online Filing in Mississippi: Online Appication
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Mississippi Tax Department [Mississippi State Tax Commission] or Insurance Department [Mississippi Department of Insurance]. Besides, the Certificate of Good Standing in Mississippi might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Mississippi, the LLC reinstatement fee is $50.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Mississippi is $0.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Mississippi.

Accepted methods of payment are as follows:

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Mississippi varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: It takes only 1 to 2 working days to process LLC reinstatement in Mississippi.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in Mississippi

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Mississippi to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Mississippi Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Mississippi LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Mississippi Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Mississippi where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Mississippi Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Mississippi can also be filed if the previous name is not available. Fill out the correct amendment form with Mississippi Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Mississippi require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Mississippi

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Mississippi.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Mississippi is voluntary by members, it is not common for them to restore the LLC in Mississippi.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Mississippi. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Mississippi?
To reinstate your LLC in Mississippi, you will need to file reinstatement documents along with any outstanding fees owed to the state.
Can a dissolved LLC in Mississippi be reinstated?
Yes, a dissolved LLC in Mississippi can usually be reinstated by filing the necessary paperwork and paying any fees owed.
What is the process for reinstating a suspended LLC in Mississippi?
To reinstate a suspended LLC in Mississippi, you will need to file the necessary paperwork with the state, pay any outstanding fees, and possibly provide an updated operating agreement.
How long do I have to reinstate my LLC in Mississippi after it has been dissolved?
In Mississippi, the timeframe for reinstating a dissolved LLC can vary, so it is best to contact the Mississippi Secretary of State for specific information.
Will I have to pay penalties for reinstating my LLC in Mississippi?
Depending on the circumstances of the dissolution or suspension of your LLC in Mississippi, there may be penalties or fees associated with reinstatement.
Can I reinstate my LLC in Mississippi if it has been administratively dissolved?
Yes, you can usually reinstate an administratively dissolved LLC in Mississippi by filing the necessary paperwork and paying any required fees.
What documents do I need to file to reinstate my LLC in Mississippi?
The specific documents required to reinstate an LLC in Mississippi can vary, but typically include a reinstatement form, any necessary forms for updating information, and payment for any outstanding fees.
How long does it take to reinstate an LLC in Mississippi?
The timeframe for reinstating an LLC in Mississippi can vary depending on the workload of the Secretary of State’s office, but typically it can take several weeks to process.
Can I reinstate my LLC in Mississippi online?
Yes, you can often reinstate an LLC in Mississippi online through the Secretary of State’s website by filling out the required forms and making any necessary payments.
What is the cost to reinstate an LLC in Mississippi?
The cost to reinstate an LLC in Mississippi can vary depending on the circumstances, but typically includes a reinstatement fee and payment for any outstanding fees.
Can I reinstate my LLC in Mississippi if it has been dissolved for not paying taxes?
Yes, you can often reinstate an LLC in Mississippi that has been dissolved for not paying taxes by filing the necessary paperwork, paying the back taxes, and any penalties or fees.
Do I need to obtain a new EIN to reinstate my LLC in Mississippi?
No, you typically do not need to obtain a new EIN to reinstate your LLC in Mississippi, as long as the ownership and structure of the LLC have not changed.
Do I need to provide updated financial statements to reinstate my LLC in Mississippi?
In some cases, you may need to provide updated financial statements or other documentation to reinstate your LLC in Mississippi, depending on the reason for dissolution or suspension.
Can I reinstate my LLC in Mississippi if it has been revoked for not filing an annual report?
Yes, you can usually reinstate an LLC in Mississippi that has been revoked for not filing an annual report by submitting the required paperwork and paying any fees owed.
Will my reinstatement be effective immediately in Mississippi?
Once your reinstatement documents are processed and approved by the Secretary of State in Mississippi, your LLC will typically be reinstated immediately.
What happens if I do not reinstate my LLC in Mississippi?
If you do not reinstate your LLC in Mississippi, it may be subject to further penalties, including potential dissolution or revocation of its status.
Can I change the name of my LLC when reinstating it in Mississippi?
If you wish to change the name of your LLC when reinstating it in Mississippi, you will need to follow the necessary procedures for changing the name with the Secretary of State.
Do I need to provide updated contact information when reinstating my LLC in Mississippi?
It is usually a good idea to update your contact information when reinstating your LLC in Mississippi to ensure that you receive important notifications and information from the state.
Can I reinstate my LLC in Mississippi if it has been involuntarily dissolved?
Yes, you can generally reinstate an LLC that has been involuntarily dissolved in Mississippi by following the required reinstatement procedures and submitting any necessary paperwork.
Can I reinstate my LLC in Mississippi if it has been revoked?
Yes, you can often reinstate a revoked LLC in Mississippi by filing the necessary paperwork, paying the required fees, and complying with any other reinstatement requirements.
Can I reinstate my LLC in Mississippi if it has been terminated?
If your LLC has been terminated, you may still be able to reinstate it in Mississippi by following the appropriate procedures and paying any fees owed to the state.
Can I reinstate my LLC in Mississippi if it has been delinquent on taxes?
Yes, you can typically reinstate an LLC in Mississippi that has been delinquent on taxes by paying any outstanding taxes, penalties, and fees, and filing the necessary paperwork.
Do I need to submit a new operating agreement when reinstating my LLC in Mississippi?
In some cases, you may need to submit a new or updated operating agreement when reinstating your LLC in Mississippi, particularly if there have been changes to the structure or ownership of the LLC.
Can I reinstate my LLC in Mississippi if it has been suspended for not maintaining its registered agent?
Yes, you can usually reinstate an LLC in Mississippi that has been suspended for not maintaining its registered agent by appointing a new registered agent, filing the necessary paperwork, and paying any fees owed.
Are there any special requirements for reinstating an LLC in Mississippi?
The requirements for reinstating an LLC in Mississippi can vary depending on the circumstances, so it is best to consult with the Secretary of State or a legal advisor for specific information.
Can I reinstate my LLC in Mississippi if it has been dissolved for failure to file an annual report?
Yes, you can typically reinstate an LLC in Mississippi that has been dissolved for failure to file an annual report by submitting the required paperwork, paying any fees, and providing the necessary documentation.
What is the difference between reinstating an LLC in Mississippi and forming a new one?
Reinstating an LLC in Mississippi involves reviving a previously existing LLC, whereas forming a new one involves creating an entirely new entity with its own registration and requirements.
Can a member of an LLC reinstate it in Mississippi on their own?
A member of an LLC may be able to reinstate it in Mississippi on their own, but it is often advisable to seek the assistance of an attorney or other professional familiar with the reinstatement process.
What forms do I need to file to reinstate my LLC in Mississippi?
You will need to file the Application for Reinstatement form with the Mississippi Secretary of State.
Can I reinstate my LLC online in Mississippi?
Yes, you can submit the necessary forms for reinstatement online through the Mississippi Secretary of State’s website.

Also Read

In Conclusion

LLC reinstatement or restoration in Mississippi mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Mississippi. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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