Mississippi Code
Miss. Code Ann. § 27-13-27 (2026)
[Repealed Effective 1/1/2028] Request for administrative dissolution of corporation or organization or for revocation of certificate of authority; setting aside of administrative dissolution or revocation of certificate of authority
✓ current as of July 2026
- (1) If any corporation or organization taxable under this chapter after receiving due process under the provisions of this chapter, shall fail or refuse to pay the tax demanded and determined by the commissioner, together with all penalties and interest shown to be due, or if such corporation or organization shall fail to file a protest against such assessment, or appeal therefrom, then the commissioner, in addition to the other authority conferred upon him in this chapter, may request the administrative dissolution of such corporation or organization pursuant to Sections 79-4-14.20 through 79-4-14.23, or the revocation of the certificate of authority of such corporation or organization pursuant to Section 79-4-15.30 through 79-4-15.33, as the case may be. Whereupon, the commissioner shall notify the Secretary of State of such request for administrative dissolution or revocation of certificate of authority.
- (2) Any officer, agent, or employee of any organization subject to the provisions of this chapter, who shall exercise, attempt to exercise or cause to be exercised, any of the rights, privileges, powers or franchises of any such organization after such administrative dissolution or revocation of certificate of authority shall be deemed to have acted in violation of the provisions of this chapter, and as a penalty therefor, shall be fined a sum not less than One Hundred Dollars ($100.00) and not more than One Thousand Dollars ($1,000.00) to be collected by the Attorney General of the State of Mississippi upon recommendation of the commissioner, by appropriate action in any court of competent jurisdiction and each such act shall be deemed a separate violation of the provisions of this chapter, and the amount of the penalty shall be stated in the action brought by the Attorney General of the State of Mississippi. The penalty herein provided shall be against the person violating the provisions of this chapter and be proceeded against in personam and shall be in addition to the tax, interest, penalty and increase assessed against the organization, nor shall its collection or settlement in any way relieve the organization as such from its liabilities. Provided, however, that the commissioner, for good cause shown in writing, and satisfactory explanation of the delinquency or violation, may recommend the compromise or cessation of the action against the offending officer, agent or employee and the Attorney General of the State of Mississippi shall be governed by the recommendation of the commissioner.
- (3) If any organization thus administratively dissolved or for which a certificate of authority has been revoked shall appear, either by its principal officer or officers, or its attorney, within twelve (12) months from the date of such administrative dissolution or revocation of certificate of authority, and make satisfactory explanation of the cause of the default; and pay all taxes due, together with all interest, penalties and increases finally determined by the commissioner to be due, then it shall be the duty of the commissioner to immediately notify the Secretary of State.
- (4) Upon the setting aside of such administrative dissolution or revocation of certificate of authority, said organization shall be restored to all rights of which it was deprived by such administrative dissolution or revocation of certificate of authority, and authorized to resume all activities as though said administrative dissolution or revocation of certificate of authority had not been imposed.
- (5) If, however, the administrative dissolution or revocation of certificate of authority has not been set aside within a period of twelve (12) months from the date of the original imposition thereof, all rights to have such administrative dissolution or revocation of certificate of authority set aside shall cease; and after the expiration of said twelve-month period, said organization, insofar as being a going concern, with rights to exercise powers originally granted are concerned, shall be considered as nonexistent; and the disposition of assets, and winding up of the affairs of the organization may be accomplished in such manner as may be provided by law.
Codes, 1942, § 9322; Laws, 1934, ch. 121; Laws, 1971, ch. 513, § 1; Laws, 2002, ch. 440, § 1, eff. 3/20/2002.
Repealed by Laws, 2016, ch. 499, SB 2858, 5, eff. 1/1/2028.
Notes of Decisions
Cited in 6
cases, 1985–2018 · leading case: Bryant Const. Co. v. Cook Const. Co., 518 So. 2d 625 (Miss. 1987).
Bryant Const. Co. v. Cook Const. Co., 518 So. 2d 625 (Miss. 1987). “In suspending Bryant, the Commissioner acted pursuant to Miss. Code Ann. § 27-13-27 (1972), a statute discussed in more detail infra.”
Fill It Up, LLC v. MS LZ Delta, LLC, 342 F. Supp. 3d 707 (N.D. Miss. 2018). “Bryant involved a corporation that was suspended by the Mississippi Tax Commission for failing to file annual reports and pay franchise taxes under Miss. Code Ann. § 27-13-27 . Id. at 627 .”
Funderburg v. Pontotoc Elec. Power Ass'n, 6 So. 3d 439 (Miss. Ct. App. 2009). “Corner Closet could not be such a real party in interest because it had been dissolved more than eight year's before the alleged incident took place. The Appellants admit that Corner Closet was not functioning as a corporation at the time of the alleged incident.”
Capital Assoc., Inc. v. Sally Southland, Inc., 529 So. 2d 640 (Miss. 1988). “*642 §§ 27-13-27 and 79-3-247 (1972) Capital was barred from prosecuting this action.”
Plm D/B/A D.D. Ballard Constr. Co. v. The E. Randle Co. & Fed. Ins. Co., 797 F.2d 204 (5th Cir. 1986). “I On October 4, 1983, pursuant to Miss. Code Ann. § 27-13-27 (1), the state of Mississippi suspended the rights and powers of Ballard to function as a corporation, for failure to file an annual report with the state tax commission.”
PLM, Inc. v. E. Randle Co., 641 F. Supp. 48 (S.D. Miss. 1985). “Miss.Code Ann. § 27-13-27 provides in part: (1) If any corporation or organization taxable under this chapter, after receiving due process under the provisions of this chapter, shall fail or refuse to pay the tax demanded and determined by the commissioner, together with all…”
Miss. Code Ann. § 27-13-27(1): 1 case
Bryant Const. Co. v. Cook Const. Co., 518 So. 2d 625 (Miss. 1987). “In suspending Bryant, the Commissioner acted pursuant to Miss. Code Ann. § 27-13-27 (1972), a statute discussed in more detail infra.”
Miss. Code Ann. § 27-13-27(3): 2 cases
Plm D/B/A D.D. Ballard Constr. Co. v. The E. Randle Co. & Fed. Ins. Co., 797 F.2d 204 (5th Cir. 1986). “I On October 4, 1983, pursuant to Miss. Code Ann. § 27-13-27 (1), the state of Mississippi suspended the rights and powers of Ballard to function as a corporation, for failure to file an annual report with the state tax commission.”
PLM, Inc. v. E. Randle Co., 641 F. Supp. 48 (S.D. Miss. 1985). “Miss.Code Ann. § 27-13-27 provides in part: (1) If any corporation or organization taxable under this chapter, after receiving due process under the provisions of this chapter, shall fail or refuse to pay the tax demanded and determined by the commissioner, together with all…”
Miss. Code Ann. § 27-13-27(4): 3 cases
Bryant Const. Co. v. Cook Const. Co., 518 So. 2d 625 (Miss. 1987). “In suspending Bryant, the Commissioner acted pursuant to Miss. Code Ann. § 27-13-27 (1972), a statute discussed in more detail infra.”
Fill It Up, LLC v. MS LZ Delta, LLC, 342 F. Supp. 3d 707 (N.D. Miss. 2018). “Bryant involved a corporation that was suspended by the Mississippi Tax Commission for failing to file annual reports and pay franchise taxes under Miss. Code Ann. § 27-13-27 . Id. at 627 .”
Plm D/B/A D.D. Ballard Constr. Co. v. The E. Randle Co. & Fed. Ins. Co., 797 F.2d 204 (5th Cir. 1986). “I On October 4, 1983, pursuant to Miss. Code Ann. § 27-13-27 (1), the state of Mississippi suspended the rights and powers of Ballard to function as a corporation, for failure to file an annual report with the state tax commission.”
Miss. Code Ann. § 27-13-27(5): 1 case
PLM, Inc. v. E. Randle Co., 641 F. Supp. 48 (S.D. Miss. 1985). “Miss.Code Ann. § 27-13-27 provides in part: (1) If any corporation or organization taxable under this chapter, after receiving due process under the provisions of this chapter, shall fail or refuse to pay the tax demanded and determined by the commissioner, together with all…”
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