How to Dissolve an LLC in Mississippi: $50 Fee, Online Only

How to dissolve an LLC in Mississippi, step by step

Mississippi runs its business registry online. Business documents may only be filed using the Secretary of State's online filing system (Secretary of State), which means the dissolution, any reinstatement needed first and the annual reports all go through the same account. The shared steps for any state are in how to dissolve an LLC; here is the Mississippi order:

• Record the members' decision to dissolve as the operating agreement requires.
• Check the LLC's status in the business search. If it was administratively dissolved for a missed annual report, reinstate it before trying to dissolve it voluntarily.
• Pay or provide for known debts and wind up contracts, leases and accounts.
• File final Mississippi returns and close withholding and sales tax accounts with the Department of Revenue.
• Ask MDES to close the unemployment insurance account if the LLC had employees.
• File the Certificate of Dissolution online and keep the stamped copy the system emails back.
• File final federal returns and close the EIN account by letter to the IRS.

Source: Mississippi Secretary of State: Business filing system

The Mississippi Certificate of Dissolution: fee, filing and timing

The Secretary of State's fee schedule lists the LLC Certificate of Dissolution, form F0103, at $50 (Mississippi SOS fee schedule), and its services and fees schedule, revised October 2024, gives the same $50 (Mississippi SOS services and fees). You start by registering an account on the Secretary of State's business filing site, then choose the dissolution filing for the LLC. The system emails filed or rejected documents back; documents paid online are often approved immediately, and filings that need staff review should come back within 24 hours of submission (Secretary of State FAQ).

Mississippi's legislature, not the Secretary of State, sets these fees (Secretary of State FAQ). Confirm the amount at checkout all the same: the office's printed schedule and the statute do not agree on every line, as the out-of-state LLC section below shows.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: Mississippi Secretary of State: Business filing fee schedule (PDF)

Mississippi Department of Revenue, MDES and the final returns

Mississippi's tax clearance letter is not part of an LLC's closing. The Department of Revenue describes it as a document certifying that a corporate entity, not an LLC or individual, has no outstanding tax liability for all periods (Mississippi DOR). That does not mean an LLC can simply stop. Revenue's FAQ answers the question "I closed my business, should I notify the Department of Revenue?" with yes: a final return must be filed (Mississippi DOR).

• Withholding: a final return must be filed before the withholding account can be closed (Mississippi DOR), and W-2s are still due for wages paid that year.
• Unemployment: MDES lets employers request the closure online; its staff review the request before authorizing it (MDES).
• Federal: file the final return for the year the business closes (IRS), then close the EIN account by letter (IRS).

Source: Mississippi Department of Revenue: Business tax FAQs

Dissolving a Mississippi corporation

A Mississippi business corporation files articles of dissolution, and the Secretary of State's fee schedule lists them at $25 (Mississippi SOS fee schedule), half what an LLC pays. The tax side is stricter. Revenue says a corporation remains subject to the filing requirements until it is officially dissolved or withdrawn through the Secretary of State (Mississippi DOR), so an idle corporation keeps owing returns until the articles are filed. The corporate return marked final, and federal Form 966 after the plan of dissolution is adopted (IRS), complete the picture. Board and shareholder steps are in how to dissolve a corporation.

Source: Mississippi Secretary of State: Business filing fee schedule (PDF)

Annual reports, administrative dissolution and reinstatement in Mississippi

Mississippi LLCs and profit corporations file an annual report each year, available from January 1 and due by April 15 (Secretary of State). For a domestic LLC the report carries no fee (Mississippi SOS fee schedule). Missing it can lead to administrative dissolution (Secretary of State).

Administrative dissolution is not a tidy way to close. Coming back costs $50 for an LLC's reinstatement (Mississippi SOS fee schedule), and the Secretary of State's system tells filers that all corporations and certain LLCs seeking reinstatement need a tax clearance letter from the Department of Revenue first (Secretary of State FAQ). Filing the $50 Certificate of Dissolution while the LLC is still active avoids that detour.

Source: Mississippi Secretary of State: Annual reports

Out-of-state LLCs leaving Mississippi

An LLC formed in another state that registered in Mississippi files a Certificate of Cancellation of Foreign Limited Liability Company through the same online system. The Secretary of State's fee schedule lists it at $25 (Mississippi SOS fee schedule), although section 79-29-1203 of the Mississippi Code still prints $50 for it, so check the amount the system charges. Foreign LLCs pay $250 for each Mississippi annual report (Mississippi SOS fee schedule), so cancelling promptly after the last Mississippi activity stops that cost from recurring.

Source: Mississippi Secretary of State: Business filing fee schedule (PDF)

Mississippi records worth keeping, and worth a second look

Keep the records that back up the final Mississippi returns and the payroll history. Federal rules call for employment tax records to be kept at least 4 years after the tax is due or paid, whichever is later (IRS). Because Mississippi filings come back by email, save the filed Certificate of Dissolution and the payment invoice with the books; they are the company's proof that it closed.

Before cancelling the software that runs the business, export it. The export checklist covers accounting, CRM, support and file storage, and the closing checklist puts the export in order with the filings.

Records that must be kept are only part of what a company holds. Years of work orders, support conversations, estimates and technical documents can be licensed for AI training when the company owns them and strips out personal details. It is optional and separate from the dissolution; selling company data after closing explains the checks involved.

Source: IRS: How long should I keep records?

Next step for a Mississippi LLC

Log in to the Secretary of State's filing system, confirm the LLC is active, file final Revenue returns, then submit the $50 Certificate of Dissolution and file the emailed copy with the company records.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.