Mississippi Code
Miss. Code Ann. § 79-29-831 (2026)
Effect of dissolution
✓ current as of July 2026
- (1) The dissolution of a limited liability company does not terminate the authority of the registered agent of the limited liability company.
- (2) The administrative dissolution of a limited liability company shall not impair the validity of any contract, deed, mortgage, security interest, lien or act of such limited liability company or prevent such limited liability company from defending any action, suit or proceeding with any court of this state.
- (3) A member, manager or officer of a limited liability company is not liable for the debts, obligations or liabilities of such limited liability company solely by reason of the administrative dissolution of a limited liability company.
- (4) A limited liability company that has been administratively dissolved may not maintain any action, suit or proceeding in any court of this state until such limited liability company is reinstated. An action, suit or proceeding may not be maintained in any court of this state by any successor or assignee of such limited liability company on any right, claim or demand arising out of the transaction of business by such limited liability company after the administrative dissolution.
- (5) A limited liability company that is dissolved pursuant to Section 79-29-801 or 79-29-803 continues its legal existence but may carry on only business necessary or appropriate to wind-up and liquidate its business and affairs under Section 79-29-809 and to notify claimants under Sections 79-29-817 and 79-29-819.
Laws, 2010, ch. 532, § 1, eff. 1/1/2011.
Notes of Decisions
Cited in 7
cases (3 in the last 5 years), 2018–2024 · leading case: Fill It Up, LLC v. MS LZ Delta, LLC, 342 F. Supp. 3d 707 (N.D. Miss. 2018).
Fill It Up, LLC v. MS LZ Delta, LLC, 342 F. Supp. 3d 707 (N.D. Miss. 2018). “" Miss. Code Ann. § 79-29-831 (4). Accordingly, under § 79-29-831, the earliest Fill It Up could pursue any action was after its November 2017 reinstatement; thus, Fill It Up lacked authority to bring this suit when it originally filed this action in September 2017 because it…”
Genesis Hospice Care, LLC v. Mississippi Div. of Medicaid, 267 So. 3d 779 (Miss. 2019). “" Miss. Code Ann. § 79-29-831 (4) (Rev. 2013).”
Michael I. Holmes & Mike Holmes Constr. LLC v. John Lankford, 358 So. 3d 645 (Miss. Ct. App. 2023). “See Miss. Code Ann. § 79-29-831 (4) (Rev. 2013).”
Coast Plaza LLC v. RCH Capital LLC, 281 So. 3d 1125 (Miss. Ct. App. 2019). “” Miss. Code Ann. § 79-29-831 (2). 17 the parties and denied Coast Plaza’s complaint to enforce the settlement agreement.”
Diamond Scaffold Servs., LLC v. Salt Solutions, LLC (S.D. Ala. 2019). “4 3 The Code provides that an LLC dissolved pursuant to formal dissolution proceedings “continues its legal existence” pending wind-up and liquidation, Miss. Code § 79-29-831(5), but this provision does not apply to Mid-South, since it was not dissolved by voluntary or judicial…”
Webster v. Husqvarna Prof'l Prods., Inc. (S.D. Miss. 2024). “Miss. Code Ann. § 79-29-831 (5). 3 The Court fails to see why a plaintiff would hone in on a “dissolved, non-diverse corporate entity,” as opposed to any other non-diverse defendant.”
Univ. Mall, LLC v. Okorie (S.D. Miss. 2024). “Miss. Code Ann. § 79-29-831 (2) (2011). “Under Mississippi law, an LLC that has been administratively dissolved continues to exist but may not carry on any business beyond what is necessary for liquidation and to notify those who may have claims against it.”
Miss. Code Ann. § 79-29-831(5): 1 case
Diamond Scaffold Servs., LLC v. Salt Solutions, LLC (S.D. Ala. 2019). “4 3 The Code provides that an LLC dissolved pursuant to formal dissolution proceedings “continues its legal existence” pending wind-up and liquidation, Miss. Code § 79-29-831(5), but this provision does not apply to Mid-South, since it was not dissolved by voluntary or judicial…”
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