Question 1

How do I file articles of dissolution for a Mississippi corporation?

Accepted Answer

Through the Secretary of State online system, and only through it. The business filings page at corp.sos.ms.gov states that business documents in Mississippi may only be filed using the Secretary of State online filing system, and that you need a filing account, created with the Register button, before you can reach the forms at all. Inside that account the filing you want is F0014, Articles of Dissolution, Profit Corporation. There is no mail-in PDF for a profit corporation on sos.ms.gov, and the Fees and Forms Directory lists none. Because payments for business filings are nonrefundable, have the authorization date and the shareholder vote settled before you start the submission.

Question 2

Do I need a Department of Revenue tax clearance to dissolve a Mississippi corporation?

Accepted Answer

No. Mississippi Code Section 79-4-14.03(a) states everything the articles of dissolution must set forth, and the list runs to three items: the name of the corporation, the date dissolution was authorized, and, if the shareholders approved, a statement that the proposal was duly approved in the manner the Mississippi Business Corporation Act and the articles of incorporation require. A term scan of all 19 sections of Article 14 found clearance zero times and consent zero times. Department of Revenue appears exactly once, at Section 79-4-14.22(a)(4), where a corporation applying for reinstatement after the state administratively dissolved it must attach a certificate reciting that all taxes owed have been paid. That certificate belongs to the way back in, not the way out. Settling your accounts with the Department of Revenue remains a separate task of your own.

Question 3

How much does it cost to file articles of dissolution in Mississippi?

Accepted Answer

Twenty-five dollars ($25). The figure sits in two places and they match: Mississippi Code Section 79-4-1.22(a)(13) prices articles of dissolution at 25.00, and the Secretary of State published Business Documents Filing Fees schedule lists F0014, Articles of Dissolution, Profit Corporation, at $25. For scale, the same schedule charges $50 for articles of incorporation, $50 for a merger or share exchange, and $25 for an annual report. Certified copies cost extra: one dollar ($1) a page for copying plus ten dollars ($10) for the certificate, under Section 79-4-1.22(c). Section 79-4-1.22(e)(2) lets the Secretary of State adopt a rule adding an expedited fee of up to twenty-five dollars ($25), but no expedited line appears on the current published schedule.

Question 4

Who has to approve dissolving a Mississippi corporation?

Accepted Answer

The board first, then the shareholders. Under Section 79-4-14.02 the board of directors proposes dissolution for submission to the shareholders and must recommend it, unless it determines that because of conflict of interest or other special circumstances it should make no recommendation and it communicates the basis for that determination to the shareholders. Every shareholder must be notified of the meeting, whether or not entitled to vote, and the notice must state that considering dissolution is a purpose of the meeting. Adoption then requires approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board require a greater vote, a greater number of shares present, or a vote by voting groups. Read the articles before assuming the statutory floor governs.

Question 5

Do I have to notify creditors when I dissolve a Mississippi corporation?

Accepted Answer

You do not have to, and that is the trade-off. Section 79-4-14.06(a) says a dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing at any time after the effective date. That written notice has to describe what a claim must contain, give a mailing address, set a deadline not fewer than 120 days from the effective date of the notice, and warn that a claim arriving late is barred. A claimant whose claim you reject then has 90 days from the effective date of the rejection notice to start a proceeding. Section 79-4-14.07(a) adds an optional published notice, run one time in a newspaper of general circulation in the county where your principal office is or was located, or in Hinds County if you have no principal office in the state. Give neither notice and nothing is cut off early.

Question 6

How long do claims survive against a dissolved Mississippi corporation?

Accepted Answer

That turns on which notice you gave. Where the published notice under Section 79-4-14.07(b) has run, a claimant who got no written notice, whose claim was sent in on time but never acted on, or whose claim is contingent or based on an event after dissolution is barred unless a proceeding is commenced within the lesser of three years after the publication date or any other applicable limitations period. Claims that are not barred reach the corporation undistributed assets, and where assets were already distributed in liquidation they reach shareholders up to the lesser of a pro rata share of the claim or the assets that shareholder received, capped at the total distributed to them, under Section 79-4-14.07(d)(2). Mississippi also has its own court route: Section 79-4-14.08 lets a corporation that has published apply to chancery court to fix security for contingent and unknown claims.

Question 7

Can a Mississippi corporation that never issued shares use a shorter dissolution route?

Accepted Answer

Yes, and it uses the same instrument with a different set of recitals. Section 79-4-14.01 lets a majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business dissolve it by delivering articles of dissolution setting forth six things: the name of the corporation, the date of its incorporation, either that none of its shares has been issued or that it has not commenced business, that no debt of the corporation remains unpaid, that the net assets remaining after winding up have been distributed to the shareholders if shares were issued, and that a majority of the incorporators or initial directors authorized the dissolution. No separate cheaper fee line exists for it. The Secretary of State schedule carries one dissolution entry for a profit corporation, F0014 at $25.

Question 8

Does a Mississippi articles of dissolution filing have to be notarized?

Accepted Answer

No, and the Mississippi Business Corporation Act says so in terms. Section 79-4-1.20(g) provides that the document may but need not contain a corporate seal, an attestation, acknowledgment or verification. What it does require is that the person executing the document sign it and state beneath or opposite the signature his name and the capacity in which he signs, and it adds that a document containing a copy of a signature, however made, is acceptable for filing. Section 79-4-1.20(f) sets who may execute it: the chairman of the board, the president or another officer; an incorporator if directors have not been selected or the corporation has not been formed; or a receiver, trustee or other court-appointed fiduciary where the corporation is in their hands. Neither notarization nor acknowledgment appears anywhere in Article 14.

Mississippi Articles of Dissolution

Find out where you stand in Mississippi

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Mississippi Requirements for Articles of Dissolution

No Department of Revenue Clearance Certificate

Online Filing Only, Through a Registered Filer Account

Filing Code F0014 and the $25 Fee

The Three Recitals Section 79-4-14.03(a) Requires

Board Recommendation Then a Quorate Shareholder Vote

Elective Creditor Notice: 120 Days, 90 Days, Three Years

Chancery Court Security for Contingent Claims

No Notarization, and Who May Sign

Frequently Asked Questions