Corporations and LLCs; authorize notice of dissolution from Secretary of State by electronic mail.

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To: Business and Commerce
MISSISSIPPI LEGISLATURE REGULAR SESSION 2026

By: Representative Deweese

HOUSE BILL NO. 1642

AN ACT TO AMEND SECTION 79-4-14.21, MISSISSIPPI CODE OF 1972, 1
TO AUTHORIZE NOTICE OF DISSOLUTION FROM THE SECRETARY OF STATE TO 2
A CORPORATION BY ELECTRONIC MAIL ONLY; TO AMEND SECTION 3
79-4-15.31, MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF 4
REVOCATION OF A CERTIFICATE OF AUTHORITY TO A CORPORATION BY 5
ELECTRONIC MAIL ONLY; TO AMEND SECTION 79-29-823, MISSISSIPPI CODE 6
OF 1972, TO AUTHORIZE NOTICE OF DISSOLUTION TO A LIMITED LIABILITY 7
COMPANY BY ELECTRONIC MAIL ONLY; TO AMEND SECTION 79-29-1023, 8
MISSISSIPPI CODE OF 1972, TO AUTHORIZE NOTICE OF ADMINISTRATIVE 9
REVOCATION OF REGISTRATION TO A FOREIGN LIMITED LIABILITY COMPANY 10
BY ELECTRONIC MAIL ONLY; AND FOR RELATED PURPOSES. 11
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI: 12
SECTION 1. Section 79-4-14.21, Mississippi Code of 1972, is 13
amended as follows: 14
79-4-14.21. (a) If the Secretary of State determines that 15
one or more grounds exist under Section 79-4-14.20 for dissolving 16
a corporation, he shall serve the corporation with written notice 17
of his determination. Such determination may be served * * * by 18
electronic mail to the email address of the registered agent of 19
the corporation * * *. 20
(b) If the corporation does not correct each ground for 21
dissolution or demonstrate to the reasonable satisfaction of the 22
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Secretary of State that each ground determined by the Secretary of 23
State does not exist within sixty (60) days after service of the 24
notice is perfected, the Secretary of State shall administratively 25
dissolve the corporation by signing a certificate of dissolution 26
that recites the ground or grounds for dissolution and its 27
effective date. The Secretary of State shall file the original of 28
the certificate and serve a copy on the corporation, which 29
certificate may be served * * * by electronic mail to the email 30
address of the registered agent of the corporation * * *. 31
(c) A corporation that has been administratively dissolved 32
continues its corporate existence but may not carry on any 33
business except as necessary to wind up and liquidate its business 34
and affairs under Section 79-4-14.05 and notify claimants under 35
Sections 79-4-14.06 and 79-4-14.07. 36
(d) The administrative dissolution of a corporation does not 37
terminate the authority of its registered agent. 38
(e) The administrative dissolution of a corporation shall 39
not impair the validity of any contract, deed, mortgage, security 40
interest, lien, or act of the corporation or prevent the 41
corporation from defending any action, suit or proceeding in any 42
court of this state. 43
(f) A corporation that has been administratively dissolved 44
may not maintain any action, suit or proceeding in any court of 45
this state until the corporation is reinstated. 46
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SECTION 2. Section 79-4-15.31, Mississippi Code of 1972, is 47
amended as follows: 48
79-4-15.31. (a) If the Secretary of State determines that 49
one or more grounds exist under Section 79-4-15.30 for revocation 50
of a certificate of authority, he shall serve the foreign 51
corporation with written notice of his determination under Section 52
79-4-15.10, except that such determination may be served by * * * 53
electronic mail to the email address of the registered agent of 54
the corporation. 55
(b) If the foreign corporation does not correct each ground 56
for revocation or demonstrate to the reasonable satisfaction of 57
the Secretary of State that each ground determined by the 58
Secretary of State does not exist within sixty (60) days after 59
service of the notice is perfected under Section 79-4-15.10, the 60
Secretary of State may revoke the foreign corporation's 61
certificate of authority by signing a certificate of revocation 62
that recites the ground or grounds for revocation and its 63
effective date. The Secretary of State shall file the original of 64
the certificate and serve a copy on the foreign corporation under 65
Section 79-4-15.10, except that such certificate may be served 66
by * * * electronic mail to the email address of the registered 67
agent of the corporation. 68
(c) The authority of a foreign corporation to transact 69
business in this state ceases on the date shown on the certificate 70
revoking its certificate of authority. 71
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(d) The Secretary of State's revocation of a foreign 72
corporation's certificate of authority appoints the Secretary of 73
State the foreign corporation's agent for service of process in 74
any proceeding based on a cause of action which arose during the 75
time the foreign corporation was authorized to transact business 76
in this state. Service of process on the Secretary of State under 77
the Mississippi Rules of Civil Procedure is service on the foreign 78
corporation. Upon receipt of process, the Secretary of State 79
shall mail a copy of the process to the secretary of the foreign 80
corporation at its principal office shown in its most recent 81
annual report or in any subsequent communication received from the 82
corporation stating the current mailing address of its principal 83
office, or, if none are on file, in its application for a 84
certificate of authority. 85
(e) Revocation of a foreign corporation's certificate of 86
authority does not terminate the authority of the registered agent 87
of the corporation. 88
(f) The administrative revocation of a foreign corporation's 89
certificate of authority shall not impair the validity of any 90
contract, deed, mortgage, security interest, lien or act of such 91
foreign corporation or prevent the foreign corporation from 92
defending any action, suit or proceeding with any court of this 93
state. 94
(g) A foreign corporation whose registration has been 95
administratively revoked may not maintain any action, suit or 96
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proceeding in any court of this state until such foreign 97
corporation's certificate of authority has been reinstated. 98
SECTION 3. Section 79-29-823, Mississippi Code of 1972, is 99
amended as follows: 100
79-29-823. (1) If the Secretary of State determines that 101
one or more grounds exist under Section 79-29-821 for 102
administratively dissolving a limited liability company, the 103
Secretary of State shall serve the limited liability company with 104
written notice of the determination under Section 79-35-13. Such 105
determination may be served * * * by electronic mail to the email 106
address of the registered agent of the limited liability 107
company * * *. 108
(2) If the limited liability company does not correct each 109
ground for dissolution or demonstrate to the reasonable 110
satisfaction of the Secretary of State that each ground determined 111
by the Secretary of State does not exist within sixty (60) days 112
after the service of the notice, the Secretary of State shall 113
administratively dissolve the limited liability company by signing 114
a certification of the administrative dissolution that recites the 115
ground or grounds for dissolution and its effective date. The 116
Secretary of State shall file the original of the certificate of 117
administrative dissolution and serve the limited liability company 118
with a copy of the certificate of administrative dissolution under 119
Section 79-35-13, which certificate of administrative dissolution 120
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may be served * * * by electronic mail to the email address of the 121
registered agent of the limited liability company * * *. 122
SECTION 4. Section 79-29-1023, Mississippi Code of 1972, is 123
amended as follows: 124
79-29-1023. (1) If the Secretary of State determines that 125
one or more grounds exist under Section 79-29-1021 for 126
administrative revocation of registration, the Secretary of State 127
shall serve the foreign limited liability company with written 128
notice of the determination under Section 79-35-13, except that 129
such determination may be served by * * * electronic mail to the 130
email address of the registered agent of the foreign limited 131
liability company. 132
(2) If the foreign limited liability company does not 133
correct each ground for administrative revocation or demonstrate 134
to the reasonable satisfaction of the Secretary of State that each 135
ground determined by the Secretary of State does not exist within 136
sixty (60) days after the service of the notice, the Secretary of 137
State may administratively revoke the foreign limited liability 138
company's registration by signing a certificate of administrative 139
revocation that recites the ground or grounds for administrative 140
revocation and its effective date. The Secretary of State shall 141
file the original of the certificate of administrative revocation 142
and serve the foreign limited liability company with a copy of the 143
certificate of administrative revocation under Section 79-35-13, 144
except that such certificate of administrative revocation may be 145
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served by * * * electronic mail to the email address of the 146
registered agent of the foreign limited liability company. 147
(3) The authority of a foreign limited liability company to 148
transact business in this state ceases on the date shown on the 149
certificate of administrative revocation. 150
(4) The Secretary of State's administrative revocation of a 151
foreign limited liability company's registration appoints the 152
Secretary of State the foreign limited liability company's agent 153
for service of process in any proceeding based on a cause of 154
action which arose during the time the foreign limited liability 155
company was authorized to transact business in this state. 156
Service of process on the Secretary of State under this subsection 157
is service on the foreign limited liability company. Upon receipt 158
of process and the payment of the fee specified in Section 159
79-35-13, the Secretary of State shall mail a copy of the process 160
to the foreign limited liability company at the office of its 161
registered agent, or if the agent has resigned or cannot be 162
located, at its principal office shown in its most recent 163
communication received from the foreign limited liability company 164
stating the current mailing address of its principal office, or, 165
if none are on file, in its application for registration of 166
foreign limited liability company. 167
(5) Administrative revocation of a foreign limited liability 168
company's registration does not terminate the authority of the 169
registered agent of the foreign limited liability company. 170
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ST: Corporations and LLCs; authorize notice of
dissolution from Secretary of State by
electronic mail.
(6) The administrative revocation of the registration of a 171
foreign limited liability company shall not impair the validity of 172
any contract, deed, mortgage, security interest, lien or act of 173
such foreign limited liability company or prevent the foreign 174
limited liability company from defending any action, suit or 175
proceeding with any court of this state. 176
(7) A member, manager or officer of a foreign limited 177
liability company is not liable for the debts, obligations or 178
liabilities of such foreign limited liability company solely by 179
reason of the administrative revocation of the registration of a 180
foreign limited liability company. 181
(8) A foreign limited liability company whose registration 182
has been administratively revoked may not maintain any action, 183
suit or proceeding in any court of this state until such foreign 184
limited liability company's registration has been reinstated. An 185
action, suit or proceeding may not be maintained in any court of 186
this state by any successor or assignee of such foreign limited 187
liability company on any right, claim or demand arising out of the 188
transaction of business by a foreign limited liability company 189
after the administrative revocation. 190
SECTION 5. This act shall take effect and be in force from 191
and after July 1, 2026. 192