Mississippi LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.

A meeting should be held of all Members of the Mississippi LLC and a vote to Legally Close the Mississippi Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Mississippi LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Mississippi LLC.

The Mississippi Secretary of State will not approve the Dissolution of a MS LLC until all required administrative reports have been filed.

All creditors of a Mississippi LLC should be given notice of the pending LLC Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.

The Mississippi Secretary of State will definitely not approve the Dissolution of a Mississippi LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

If the Mississippi LLC has any remaining assets, these may be divided according to the Members' ownership interests in the MS Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.

If there are any business bank accounts that have been opened for the Mississippi LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Mississippi LLC which could lead to legal problems down the line.

If the Mississippi LLC has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Mississippi LLC may have.  This includes business registration licenses as well as reseller permits.

A dissolved Mississippi LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Mississippi LLC is required to file IRS Form 966, that filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Mississippi LLC has been legally Dissolved so that it may take the appropriate actions.

A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Mississippi LLC.  Once the IRS links an EIN to a Mississippi LLC, that EIN stays with the Mississippi LLC even after the Company has been Legally Closed by the Mississippi Secretary of State.

When the IRS processes the final tax return for the Mississippi LLC, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.

If you should decide to revive the Mississippi LLC down the line then the IRS will reactivate the old EIN for your new Business.

Before a Mississippi LLC can close an EIN account, it must be in Good Standing with the IRS.  The Mississippi LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Mississippi LLC cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.

In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.