Frequently asked questions about starting and running an LLC, or limited liability company.
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.
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.
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.
A Mississippi LLC is created by filing a Certificate of Formation with the Mississippi Secretary of State. The certificate must include:
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.
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:
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.
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.