What happens if your Mississippi LLC misses its annual report, and how to reinstate it
Mississippi’s own word for it: “Administratively dissolved”. Time limit to get back: Any time. Tax clearance: Conditional (certain LLCs, Department of Revenue letter).
Checked against the Mississippi Secretary of State, Business Services, September 2026.
- What Mississippi calls it
- “Administratively dissolved”
- Tax clearance
- Conditional(certain LLCs, Department of Revenue letter)
- Time limit to get back
- Any time
How it unfolds in Mississippi
- MissedAnnual report
- Status“Administratively dissolved”
- The way backOnline reinstatement application
Mississippi Secretary of State, Business Services
What does Mississippi call a company that missed its filings?
“Administratively dissolved”; the Secretary of State signs a “certificate of administrative dissolution” (Miss. Code 79-29-823).
What triggers it in Mississippi?
The Secretary of State may start administrative dissolution if the LLC: (a) does not pay fees under the LLC Act or other law within 60 days after they are due; (b) does not deliver its annual report within 60 days after it is due; (c) is without a registered agent in Mississippi for 60 days or more; (d) does not notify the Secretary of State within 60 days that its registered agent changed or resigned; (e) the Department of Revenue notifies the Secretary of State that the LLC is delinquent in any payments or tax owed to the state; or (f) made a material misrepresentation in a filing. Annual reports for LLCs are due by April 15 each year (set by the Secretary of State under 79-29-215).
Before it happens
The Secretary of State serves written notice of the grounds (by email to the registered agent’s email address or by first-class mail). If the LLC does not correct each ground, or show it does not exist, within 60 days after service, the Secretary of State administratively dissolves it.
How do you reinstate a Mississippi LLC?
Application for reinstatement following administrative dissolution, filed online only: log in to the Secretary of State’s business filing system, choose the “Reinstatement” button under Business Filings, enter the business ID and complete the form; attach a Department of Revenue tax clearance letter where required. The application must recite the LLC’s name and dissolution date, state that the grounds did not exist or have been eliminated, and state that the name satisfies 79-29-109. A reinstatement filing fee set by the state applies.
Where to file
Mississippi Secretary of State, Business Services (online filing system).
Not yet confirmed against the Mississippi Secretary of State, Business Services — check with the office.
Is there a deadline to reinstate a Mississippi LLC?
“At any time after the effective date of dissolution” - no deadline.
Do you need tax clearance in Mississippi?
Conditional
Sometimes. The Secretary of State says “all corporations and certain LLC’s” seeking reinstatement must obtain a tax clearance letter from the Mississippi Department of Revenue, which is emailed to the filer and attached electronically. The statute (79-29-825) itself does not list a tax certificate for LLCs.
What happens to the company name meanwhile?
The application must state that the LLC’s name satisfies 79-29-109 (distinguishable from other names on record). No name-reservation period after dissolution is stated in the statute.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution; liability incurred after dissolution and before reinstatement is determined as if the dissolution never occurred; and the LLC may resume business as if it had never been dissolved. The Secretary of State cancels the certificate of administrative dissolution and issues a certificate of reinstatement.
What changes for corporations in Mississippi?
Not yet confirmed against the Mississippi Secretary of State, Business Services — check with the office.
What should you file first?
First check whether a tax clearance applies to your case; the answer above says when it does. Then file, with the missed filings and fees described above.
Tax clearance
Conditional (certain LLCs, Department of Revenue letter)
The filing
Online reinstatement application
Where it goes
Mississippi Secretary of State, Business Services (online filing system).
What does Mississippi ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Formation) | Certificate of Formation | At formation, filed online | N/A |
| Annual report (for-profit corporations and LLCs) | Annual Report (online only) | Filable any time on or after January 1; due by April 15 each year | Failure to file may result in administrative dissolution |
| Annual report (nonprofit corporations) | Annual Report (online only) | Filable any time on or after January 1; due by May 15 each year | Failure to file may result in administrative dissolution |
| Change of registered agent | Amendment filed in the Secretary of State’s online business filing system | When the agent changes | N/A |
From the same Mississippi record as the Mississippi registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Mississippi deadline in your calendar with the compliance calendar, or see what Mississippi requires of your registered agent.
Which Mississippi laws govern it?
Miss. Code 79-29-821 (grounds), 79-29-823 (procedure), 79-29-825 (reinstatement), 79-29-827 (appeal from denial of reinstatement) - Revised Mississippi Limited Liability Company Act.
Sources, checked September 2026:
- Mississippi Legislature— Miss. Code 79-29-821, -823, -825, -827
- Mississippi Legislature— Miss. Code 79-29-823 (as amended by 2023 HB 1101)
- Mississippi Legislature— Miss. Code 79-29-821 (2010 HB 683); 79-29-215; SOS Business FAQs #8
- Mississippi Legislature— Miss. Code 79-29-823(1)-(2)
- Mississippi Secretary of State, Business Services— SOS Business FAQs #10; Miss. Code 79-29-825(1)
- Mississippi Secretary of State, Business Services— SOS Business FAQs #10
- Mississippi Legislature— Miss. Code 79-29-825(1)(c)
- Mississippi Legislature— Miss. Code 79-29-825(1)
- Mississippi Legislature— Miss. Code 79-29-825(2)-(3)
Checked against the Mississippi Secretary of State, Business Services and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Mississippi
Behind on a Mississippi filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Mississippi Secretary of State, Business Services, and state fees are confirmed with you before anything is filed.