2019 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 29 - Revised Mississippi Limited Liability Company Act
Article 8 - Dissolution.
§ 79-29-825. Reinstatement following administrative dissolution

Universal Citation: MS Code § 79-29-825 (2019)
  • (1) A limited liability company administratively dissolved under Section 79-29-823 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The application must:

    • (a) Recite the name of the limited liability company and the effective date of its administrative dissolution;

    • (b) State that the ground or grounds for administrative dissolution either did not exist or have been eliminated; and

    • (c) State that the limited liability company’s name satisfies the requirements of Section 79-29-109.

  • (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section and that the information is correct, the Secretary of State shall cancel the certificate of administrative dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate of reinstatement, and serve the limited liability company with a copy of the certificate of reinstatement under Section 79-35-13, except that such certificate of reinstatement may be served by first-class mail.

  • (3) When the reinstatement is effective:

    • (a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution;

    • (b) Any liability incurred by the limited liability company or a member after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and

    • (c) The limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.

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