How to Reinstate an LLC in Mississippi

How reinstatement works in Mississippi

A Mississippi LLC dissolved for a missed annual report, an unpaid fee, a lapsed registered agent or a tax delinquency reported by the Department of Revenue can apply for reinstatement at any time; there is no deadline. The application must give the LLC's name and dissolution date, state that the grounds have been cured, and confirm the name still meets the statutory naming rules. The fee is $50, and because domestic LLC annual reports are free, filing the missed reports adds no state cost. If the dissolution came from a Department of Revenue delinquency, the tax issue must be resolved first. Under Miss. Code 79-29-825, reinstatement relates back to the dissolution date, and liabilities from the gap are treated as if the LLC had never been dissolved.

Steps to reinstate a Mississippi LLC

1. File all past-due annual reports online
2. State the LLC's name and the effective date of its administrative dissolution
3. State that the grounds for dissolution did not exist or have been eliminated
4. Confirm the name satisfies Miss. Code 79-29-109
5. Resolve any Department of Revenue tax delinquency if that was the ground for dissolution
6. Form to use: Application for Reinstatement Following Administrative Dissolution.
7. File through the Secretary of State's online business filing portal.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$50 for the application for reinstatement following administrative dissolution (Miss. Code 79-29-1203 and the Secretary of State's fee schedule). Domestic LLC annual reports are free, so catching up on missed reports adds no state fee. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Yes. Under Miss. Code 79-29-825, reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and liability for the gap period is determined as if the dissolution never occurred.
• Your LLC name: The application must confirm the LLC's name still satisfies Miss. Code 79-29-109; if the name has become unavailable, the LLC must use a compliant name.

The most common cause is a missed Annual Report. See the Mississippi Annual Report guide for deadlines so it does not happen again.

Reinstatement in Mississippi and nearby states

Mistakes that slow down a Mississippi reinstatement

• Filing the reinstatement application without first submitting all past-due annual reports online.
• Overlooking a Department of Revenue tax delinquency, which is a separate ground for dissolution that must be cleared.
• Assuming the old name is still available without checking that it continues to meet the naming statute.