How to Form an LLC in Mississippi

To form an LLC in Mississippi, here's everything you need to know.

Here are the steps you need to take to form an LLC in Mississippi. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

  1. Choose a name for your LLC.
  2. Appoint a registered agent.
  3. File Certificate of Formation.
  4. Prepare an LLC operating agreement.
  5. Comply with other tax and regulatory requirements.
  6. File annual reports.

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 online filing system to get the Name Reservation application form. The filing fee is $25.

2. 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. You can find information on Mississippi commercial registered agents here.

3. 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, including the designator LLC or L.C.C.
  • the LLC's email address (this can be a personal email address)
  • the LLC's future effective date--leave blank if you want your LLC to be effective upon filing the Certificate of Formation; the future date can be up to 90 days after filing the Certificate
  • the NAICS code used to identify the LLC's line of business
  • the name and address of the LLC’s registered agent, and
  • the signature of a member, manager, or organizer.

All Mississippi LLC filings must be completed using the Mississippi Secretary of State's 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 (processing takes three to five days). The filing fee is $50.

Steps to form an LLC

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Mississippi, but is highly advisable. This is an internal document that establishes how your LLC will be run. It is not filed with the state. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

The operating agreement should include the following:

  • the members' percentage interests in the LLC
  • the members' rights and responsibilities
  • the members' voting powers
  • how profits and losses will be allocated
  • rules for holding meetings and taking votes, and
  • buyout, or buy-sell, provisions, which determine what happens when a member wants to sell his or her interest, dies, or becomes disabled.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC.

5. 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 LLC Annual Filing Requirements in Mississippi.

6. 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.

Nolo Online LLC

All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.

7. 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.

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