A valid Limited Liability Company must be registered with the State of Mississippi. Terminating its existence as a state-registered business entity begins with a formal process called “dissolution.”  To voluntarily dissolve your LLC, you first review the company’s formation documents–the certificate of formation and the operating agreement. Typically, one of those two documents will contain a section with rules pertaining to the dissolution of the company. In many operating agreements the provisions require a vote of the LLC members on a resolution to dissolve, and more specifically a requirement that a certain percentage of members vote in favor of the resolution.  Specific procedural requirements of the dissolution rules must be followed.  An example would be setting a specific time to meet and vote and giving advance notice to all members regarding the meeting.

If neither the certificate of formation or operating agreement address dissolution,  Mississippi’s Limited Liability Corporation Act provides a method by which to voluntarily dissolve an LLC. Under these rules, you must obtain the consent of all LLC members.  If you dissolve the LLC based on formation documents or by unanimous member consent, you must record the decision to approve the resolution in the official minutes of the dissolution meeting or on a written consent form.