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Mississippi's LLC annual report is required by Miss. Code § 79-29-215 — the statute leaves the due date to the Secretary of State, and the Secretary's rule sets it: April 15 of each year (1 Miss. Code R. § 7-2.1), with the filing window opening January 1. Filing is online only, through the Secretary of State's business-services portal, and for a domestic LLC it's free — $0, no invoice, no check, nothing in your books (foreign LLCs pay a fee, commonly reported at $250 [practitioner-reported — confirm at sos.ms.gov]). That puts Mississippi in the free club with Montana, Minnesota, and Idaho — and gives it the free club's signature failure mode: a $0 filing generates no paper trail, so nothing in your accounting ever reminds you it happened, or didn't. The date compounds it: April 15 is federal Tax Day, the same collision that trips owners in North Carolina and Maryland — the day you're most likely to assume "my CPA handled it," about a filing your CPA has never heard of. Miss it by 60 days and § 79-29-821(b) makes the lapse a ground for administrative dissolution.
| Item | Mississippi LLC |
|---|---|
| What's due | Annual Report with the Secretary of State — company name, registered agent, manager/member and officer information, and a brief description of the business (Miss. Code § 79-29-215) |
| When | April 15, every year — set by Secretary of State rule (1 Miss. Code R. § 7-2.1); the window opens January 1 |
| Fee | $0 for a domestic LLC, filed online only at sos.ms.gov; foreign LLCs pay a filing fee, commonly reported at $250 [practitioner-reported — confirm current amounts with the SOS] |
| Late fee | None in the LLC act — the consequence is structural, not monetary |
| The trigger | 60 days past due — failure to deliver the annual report "within sixty (60) days after it is due" is a ground for administrative dissolution (§ 79-29-821(b)) |
| The other trigger | A state-tax delinquency is its own dissolution ground: the Department of Revenue notifying the SOS that the LLC is delinquent in any payment or tax owed to Mississippi (§ 79-29-821(e)), as are a 60-day registered-agent gap and material misrepresentations in filings |
| The procedure | The SOS serves written notice of the determination — email to your registered agent's address counts, or first-class mail; if every ground isn't corrected within 60 days after service, the SOS signs a certificate of administrative dissolution (§ 79-29-823) |
| What dissolution means | The LLC may not maintain any action, suit or proceeding in any Mississippi court until reinstated — and neither may a successor or assignee on claims arising from post-dissolution business (§ 79-29-831) |
| Reinstatement window | Any time. The application may be filed "at any time after the effective date of dissolution" (§ 79-29-825(1)) — no statutory deadline |
| What it takes | An application reciting the company name and dissolution date, stating the grounds have been eliminated, and stating the name still satisfies § 79-29-109 (name availability); practitioners report a modest reinstatement filing fee (~$50) and, where the tax ground applies, squaring up with the Department of Revenue first [practitioner-reported — confirm with the SOS] |
| Relation-back | Reinstatement "relates back to and takes effect as of the effective date of the administrative dissolution," and liabilities in the gap are determined "as if the administrative dissolution had never occurred" (§ 79-29-825(3)) |
| Your name | Not held for you. The application must state that the name still satisfies § 79-29-109 — if someone took it while you were dissolved, you can't truthfully say that under the old name |
| Where | sos.ms.gov/business-services — Mississippi Secretary of State |
The tax-delinquency ground is the one Mississippi owners don't see coming. In most states, owing the tax agency and standing with the Secretary of State are separate problems. In Mississippi, § 79-29-821(e) wires them together: the Department of Revenue telling the SOS you're delinquent in any payment or tax is itself a ground to start the dissolution clock — annual report on file or not. An LLC can file its free report every April and still find itself served with a dissolution notice over an unpaid assessment. The reverse wiring matters at reinstatement too: the application must say the grounds "have been eliminated," so a tax-triggered dissolution means settling with the DOR before the SOS can bring you back.
Mississippi's staircase runs on two 60-day clocks. Miss April 15 and nothing happens for 60 days — no late fee, no notice, statutory silence. Around mid-June the ground under § 79-29-821(b) exists, and the Secretary of State may serve written notice; since a 2023 amendment, email to your registered agent satisfies service, which makes the registered-agent address the single point of failure — an LLC whose agent is a formation service with a stale inbox can burn through its entire cure window without a human ever reading the warning. Sixty days after service with no cure, the certificate of administrative dissolution issues (§ 79-29-823(2)). The teeth are the same closed-courthouse-doors rule as Oklahoma's: § 79-29-831 bars a dissolved LLC from maintaining any suit in Mississippi courts until reinstated — the sword is removed, though defense and contracts survive dissolution's effect on third parties. What sets Mississippi apart is the repair: § 79-29-825 allows reinstatement at any time — no two-year cliff like Utah's or Hawaii's, no five-year wall like Montana's — with full relation-back, putting it in the any-time family with Kentucky and Connecticut. The two things forever doesn't fix: your name, which isn't reserved while you're gone (§ 79-29-825(1)(c)), and whatever the lapse cost you in the meantime — the lender who wanted a good-standing certificate, the lawsuit you couldn't file. If you've just discovered a dissolved status, the triage order is in what to do if you missed your annual report — in Mississippi, check WHY you were dissolved first: a missed report is a five-minute free filing; a DOR ground means the tax bill comes first.
| Where you are | What it costs |
|---|---|
| On time (Jan 1 – Apr 15) | $0 (domestic), online at sos.ms.gov |
| Up to 60 days late | File the free report — no late fee, no ground yet |
| 60+ days past due | Statutory ground for administrative dissolution (§ 79-29-821(b)); SOS may serve notice — email to the registered agent counts |
| 60 days after notice, uncured | Administrative dissolution (§ 79-29-823(2)); no maintaining lawsuits until reinstated (§ 79-29-831) |
| Reinstatement, any time | Application (grounds eliminated + name still available); ~$50 filing fee [practitioner-reported]; full relation-back (§ 79-29-825) |
| Name taken meanwhile | The old name no longer satisfies § 79-29-109 — reinstate under a new one |
On price, Mississippi is arguably the free club's most genuine member: Minnesota's $0 renewal carries a statutory-dissolution cliff at year-end, Montana's $0 is a year-by-year executive waiver expiring after 2027, while Mississippi's domestic filing is simply free, with no expiration announced. On timing, it sits in the crowded April 15 family — Maryland ($300), North Carolina ($200), Montana ($0 windowed), and biennial Kansas — the Tax Day date that hides behind the CPA assumption. Its 60-days-to-grounds pace matches North Carolina's and Indiana's, and its notice-then-60-day-cure procedure is the classic Model Act staircase — slower and more forgiving than Virginia's automatic three-month cancellation or Oklahoma's three-year self-executing fuse. Where Mississippi is unusual is the pairing at the extremes: one of the country's most aggressive trigger sets (the § 79-29-821(e) tax-delinquency ground, which most states don't have) with one of its most forgiving repairs (any-time reinstatement, no tax-clearance certificate named in the LLC statute, full relation-back). The 50-state table shows every state's cadence side by side.
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