How to Dissolve an LLC in Mississippi (2026)

To dissolve an LLC in Mississippi, file a Certificate of Dissolution with the Mississippi Secretary of State, for a $50 fee, entirely online, and processed in about 24 hours. Mississippi runs business filings through its online portal, and the annual report is free for domestic LLCs. One distinctive feature to know: the Mississippi Department of Revenue can independently trigger administrative dissolution by flagging your LLC as delinquent on state taxes, a separate path that doesn't require a missed annual report at all.

Here's the full process and the Mississippi-specific specifics.

Mississippi LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, usually a majority, then record it. The Certificate of Dissolution must be signed by a majority of the LLC members and states the LLC's name, the reason for filing, and the effective date. The documented decision is the basis for the filing.

Step 2: Wind up the business and settle debts

Wind up the LLC's affairs: notify known creditors, verify and settle legitimate claims, pay or provide for the company's debts, and distribute remaining assets to members, creditors first. Distributing assets ahead of creditors can create personal exposure.

Step 3: Handle final taxes

Close all your tax accounts with the Mississippi Department of Revenue and file your final Mississippi and federal returns, marked final. You don't need a tax-clearance certificate to file the voluntary Certificate of Dissolution (clearance comes into play for reinstatement, not voluntary dissolution), but settling your tax accounts matters here for a specific reason explained in the wrinkle below: the Department of Revenue can act on tax delinquency independently of the Secretary of State.

Step 4: File the Certificate of Dissolution

File the Certificate of Dissolution online through the Mississippi Secretary of State's business filing portal, $50, payable by credit card (you create a corporate filing account to submit). Mississippi has moved to online filing for entity documents, with no standard paper alternative published, and online dissolutions are typically processed within about 24 hours. Once accepted, the LLC's legal existence ends.

Step 5: Close accounts, licenses, and registrations

Finish by canceling local business licenses and permits, closing business bank accounts, canceling the EIN with the IRS if appropriate, and withdrawing any out-of-state registrations.

The Mississippi wrinkle: free annual report, online filing, and a second dissolution lane

Mississippi has a few distinctive features. The conveniences: the annual report is free for domestic LLCs (foreign LLCs pay $25), it's due on a fixed April 15 date rather than your anniversary, and the whole system, formation, annual reports, dissolution, runs online with fast turnaround. That makes routine compliance and closing cheap and simple.

The feature to actually plan around is the second dissolution lane. Most states dissolve a non-compliant LLC only for a missed annual report. Mississippi has that path too, a missed April 15 report eventually creates grounds for administrative dissolution proceedings (note: the "60 days late" mark starts proceedings, it isn't automatic dissolution). But Mississippi also lets the Department of Revenue independently notify the Secretary of State that an LLC is delinquent on state taxes (income, franchise, or sales tax), which can trigger administrative dissolution on its own, without any missed annual report. So in Mississippi, staying current on your taxes is part of staying alive as an entity, not just a separate obligation. When you're closing, that means actually settling your Department of Revenue accounts, not just filing the Certificate of Dissolution, and the cleanest exit is to file the voluntary dissolution rather than relying on either administrative lane, the Mississippi version of the trap in can you just walk away from an LLC.

Frequently asked questions

How much does it cost to dissolve a Mississippi LLC?

The Certificate of Dissolution costs $50, filed online with the Secretary of State. There's no tax-clearance fee for voluntary dissolution. Mississippi's annual report is free for domestic LLCs, so a current domestic LLC doesn't have back-report costs, the $50 filing fee is essentially the whole cost of dissolving.

Can the Mississippi Department of Revenue dissolve my LLC?

Effectively yes, indirectly. The Department of Revenue can independently notify the Secretary of State that your LLC is delinquent on state taxes, which can trigger administrative dissolution, separate from, and without needing, a missed annual report. This is a distinctive Mississippi feature: tax delinquency is its own path to dissolution. So when closing, settle your Department of Revenue accounts, not just the Secretary of State filing.

How long does it take to dissolve a Mississippi LLC?

About 24 hours. Mississippi processes online dissolution filings quickly, typically within a day, since the entire system is online. There's no paper-filing backlog to wait on. The longer part of closing is usually winding up, settling debts, distributing assets, and closing your tax accounts with the Department of Revenue, rather than the Secretary of State filing itself.

This page covers the Mississippi specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for nearby states, Louisiana and Alabama. Mississippi's official filing is at the Mississippi Secretary of State, and taxes through the Mississippi Department of Revenue.