Reinstatement following administrative dissolution

1. Law
2. Mississippi Code
3. Corporations, Associations, and Partnerships
4. Mississippi Business Corporation Act
5. Dissolution
6. Administrative Dissolution
7. Reinstatement following administrative dissolution

A corporation administratively dissolved under Section 79-4-14.21 may apply to the Secretary of State for reinstatement at any time after the effective date of dissolution. The applicant must:

1. Recite the name of the corporation and the effective date of its administrative dissolution;
2. State that the ground or grounds for dissolution either did not exist or have been eliminated;
3. State that the corporation's name satisfies the requirements of Section 79-4-4.01; and
4. Contain a certificate from the Mississippi Department of Revenue reciting that all taxes owed by the corporation have been paid.

If the Secretary of State determines that the application contains the information required by subsection (a) and that the information is correct, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.

When the reinstatement is effective:

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

Any liability incurred by the corporation, director, officer or a shareholder after the administrative dissolution and before the reinstatement shall be determined as if the administrative dissolution had never occurred; and

The corporation may resume carrying on its business as if the administrative dissolution had never occurred.

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