How to Dissolve an LLC in Mississippi (2026)
Dissolving a Mississippi LLC comes down to one form. It's the LLC Certificate of Dissolution. It costs $50. You file it with the Secretary of State. You don't need a tax clearance certificate first. Only corporations need one in Mississippi.
This guide covers voluntary dissolution of a domestic Mississippi LLC. Members vote to close it and file the paperwork themselves. A foreign LLC withdraws with a different form instead.
Quick Summary
- Get your final tax return filed before you file the certificate. Mississippi won't chase you for a clearance letter, but unpaid tax accounts will.
- Plan around standard processing times. The state offers no expedited option to speed things up.
- Keep a copy of the filed certificate for your bank. You'll need it to close business accounts and cancel licenses.
Mississippi LLC Dissolution Quick Reference
Here's every number and address you need when you file a Certificate of Dissolution with the Mississippi Secretary of State, from the filing fee to where to mail the form.
| Detail | Information |
|---|---|
| Form name | Mississippi LLC Certificate of Dissolution (Form F0103) |
| Filing fee | $50 |
| Expedited options | None published |
| Standard processing | Online: right away, or 24 hours if flagged for review. Mail: no fixed figure. It takes longer than online. |
| Online portal | corp.sos.ms.gov |
| Mail address | Secretary of State, PO Box 136, Jackson, MS 39205-0136 |
| In-person address | Not published |
| Notarization required | No |
| Tax clearance required (agency) | No. The Mississippi Department of Revenue issues clearance letters to corporations only. |
| Online filing mandatory for | None |
| Short-form eligibility | None. One Certificate of Dissolution form applies to every domestic LLC. |
How to Dissolve an LLC in Mississippi: 6 Steps
Closing a Mississippi LLC means following two things: the state's LLC Act and your operating agreement. Check the agreement first. It usually sets the exact voting process.
Other states follow a similar path with different forms and fees. See our guide to how to dissolve an LLC for that general process. Then come back here for Mississippi's own rules.
Step 1: Vote to Dissolve
Members must agree to dissolve first. Nothing else can move forward until they do. Mississippi's default rule requires consent from every member [1]. Your operating agreement or certificate of formation can set a lower threshold instead.
Record the vote in writing. Keep it with your company's books. You may need to show it later to a bank.
Step 2: Notify Creditors
Send written notice to every known creditor once the vote is done. Include the LLC's mailing address for claims. Set a firm deadline too.
Make sure your Mississippi registered agent's address is current. That's often where a claim response or legal notice comes back to.
Mississippi law sets a minimum deadline of 120 days. The clock starts when you mail the notice, or when you file the Certificate of Dissolution. Use whichever date comes later [2]. Miss the window, and the claim is barred for good.
You can also publish notice in a local newspaper. Do that, and unknown claims are barred after three years. The clock starts from the later of the publication date or the filing date [3].
Step 3: File Final Tax Returns
Close every open tax account with the Mississippi Department of Revenue before you file for dissolution. That means your business, sales and withholding accounts. Each one closes with its own final return.
You can close your withholding account through the Department's TAP portal. Just select "Close This Account," or send a fax instead. The state doesn't issue tax clearance certificates to LLCs, so don't wait on one.
Make sure every account shows a filed final return before you file for dissolution. That's the only rule the state publishes. It applies no matter which tax type you're closing.
Step 4: File the Certificate of Dissolution with the Secretary of State
Domestic LLCs file the Mississippi LLC Certificate of Dissolution. It needs a signature, printed name and title from a manager or authorized member. No notary is required.
You can mail the form to Secretary of State, PO Box 136, Jackson, MS 39205-0136. Include a $50 check. Or skip the mail and file online through the Secretary of State's filing portal instead.
The state doesn't publish an in-person filing address for this form. There's no expedited option either. Mail it in, or file online instead.
No filer class in Mississippi has to file online. One Certificate of Dissolution form covers every domestic LLC. There's no shorter form to use instead.
Online filings that pass review are approved right away. Ones that need staff review are returned within 24 hours. Mississippi doesn't publish a fixed turnaround for paper filings. It only says they take longer than online ones.
Step 5: Distribute Remaining Assets
Once creditor claims are handled, pay off anyone the LLC still owes. That includes members or managers who are also creditors. Mississippi law puts creditor claims first. Anything owed to members comes after that [4].
After that, members get back their original contributions first. Whatever's left is split by each member's ownership share instead of evenly. Your operating agreement can set its own split too.
Step 6: Close Accounts and Cancel Licenses and Permits
Close each business bank account and credit account tied to the LLC. Your bank will ask for a copy of the filed Certificate of Dissolution first. Then it will let you close the account.
Cancel any local business licenses and permits too. Contact each issuing agency directly. Requirements vary by city and county. Loose ends like these can create liability even after you think you're finished.
FAQs
How Much Does It Cost to Dissolve an LLC in Mississippi?
It costs $50 to dissolve a domestic Mississippi LLC. You pay the Secretary of State when you file the Certificate of Dissolution.
How Long Does It Take to Dissolve an LLC in Mississippi?
You can dissolve an LLC in Mississippi right away if you file online. Most online filings get approved fast. Mailed filings have no published turnaround, so plan on a longer wait.
Does Mississippi Require a Tax Clearance Certificate to Dissolve an LLC?
No, Mississippi doesn't require a tax clearance certificate to dissolve an LLC. File your final tax returns and close your accounts with the Department of Revenue instead.
How Does a Foreign LLC Withdraw From Mississippi?
A foreign LLC withdraws from Mississippi with a different filing than the domestic form. It costs $25 to file. It goes to the same Secretary of State's office as any other LLC filing.
What Happens if I Don't Formally Dissolve My Mississippi LLC?
If you don't formally dissolve your Mississippi LLC, the state still treats it as active. Its free annual report keeps coming due every year. That continues until you file the Certificate of Dissolution.
References:
- https://www.sos.ms.gov/content/documents/pol_res/llcs/1revisedLLCact.pdf#section-801
- https://www.sos.ms.gov/content/documents/pol_res/llcs/1revisedLLCact.pdf#section-817
- https://www.sos.ms.gov/content/documents/pol_res/llcs/1revisedLLCact.pdf#section-819
- https://www.sos.ms.gov/content/documents/pol_res/llcs/1revisedLLCact.pdf#section-813
