How to Form an LLC in Mississippi
To form an LLC in Mississippi, here's everything you need to know.
1. Choose a Name for Your LLC
Under Mississippi law, an LLC name must contain the words "Limited Liability Company" or the abbreviations "LLC" or “L.L.C.” It may also include the name of a member or its managers.
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Mississippi Secretary of State. Names may be checked for availability by searching the Mississippi business name database. You may reserve a name for 180 days by filing an Application for Name Reservation with the Mississippi Secretary of State. You will need to register with the Mississippi Secretary of State's office online filing system to get the Name Reservation application form. The filing fee is $25.
2. File a Certificate of Formation
A Mississippi LLC is created by filing a Certificate of Formation with the Mississippi Secretary of State. The certificate must include: the LLC's name and address; the name and address of the LLC’s registered agent; whether the LLC's duration will be perpetual or for a specified period; and whether the LLC will be member-managed. As of 2015, all Mississippi LLC filings must be completed using an online filing system. You must register online with the system (create a username and password) and then you can either complete a Certificate of Formation and pay for it online, or you can print one out, complete it in hard copy, and mail it in with a check. The filing fee is $50.
3. Appoint a Registered Agent
Every Mississippi LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a Mississippi resident or a Mississippi or foreign corporation authorized to do business in Mississippi. The registered agent must have a physical street address in Mississippi. Check the list of agents registered in Mississippi. You can find information on Mississippi commercial registered agents here.
All of the paperwork and procedural steps to start a limited liability company in Mississippi can be done online using Nolo's Mississippi Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Mississippi, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Certificate of Formation.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Mississippi Department of Revenue (DOR). You can register online using the DOR’s Taxpayer Access Point (TAP). For more information on state LLC tax registration, check Nolo's 50-State Guide to Annual Report and Tax Filing Requirements for LLCs.
7. File Annual Reports
All LLCs doing business in Mississippi must file an annual report once every calendar year with the Mississippi Secretary of State. The report can be filed any time on or after January 1st of each calendar year and is due by April 15th of that year.
Mississippi LLCs must file the report online. You must have a state-issued Business ID Number to file the report. You can find the ID number by doing a business name search on the Secretary of State business name database. There is no filing fee for Mississippi LLCs. The filing fee for foreign LLCs is $250.
8. Foreign LLCs Doing Business in Mississippi
To do business in Mississippi, all LLCs organized outside of the state must register with the Mississippi Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in Mississippi and attach a certificate of good standing dated within six months of the application filing. To register, file an Application for Registration of Limited Liability Company. The filing fee is $250. Foreign LLCs must complete an Application for Appointment of Registered Agent of a Foreign LLC (filing fee of $25) and file it at the same time.You must register with the Mississippi Secretary of State's online filing system to access these forms.