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New Mississippi Law Affecting Limited Liability Companies


A new Mississippi law that went into effect on January 1, 2011 will have a significant impact on limited liability companies operating in the state. Effective January 1, 2011, all limited liability companies (LLCs) formed under Mississippi law, and all foreign LLCs qualified to do business in Mississippi, are now required to file an annual report with the Mississippi Secretary of State. Foreign LLCs are required to pay a $250.00 filing fee with each annual report. The reports may be filed online or by mail and will contain basic information about the LLC, including the name and address of the LLC, the name and address of its registered agent, the company's business email address and telephone number, and the names and addresses of the LLC's managers, officers or contact members.

The most significant part of the new filing requirement is that domestic or foreign LLCs who fail to file an annual report will be administratively dissolved by the Mississippi Secretary of State. The imposition of the administrative dissolution penalty will have serious consequences for companies who fail to file their annual reports. This requirement and penalty have been imposed on corporations for many years, but have not been previously applied to LLCs.

The deadline for filing LLC annual reports for 2011 is April 15, 2011. All LLCs operating in Mississippi should pay careful attention to this new law.

If you have questions about the new filing requirements, please feel free to contact one of our Mississippi Mergers and Acquisition attorneys.

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