Starting an LLC in Mississippi

Created by FindLaw's team of attorney writers and editors.

If you're starting your own business, you've probably given a lot of thought to the type of business structure that you'll create. If you want to form an LLC, you should understand the relevant law to ensure that the process runs smoothly. This article discusses how to start an LLC in Mississippi, including a link to formation documents and links to Mississippi statutes.

Forms for Mississippi LLC Formation

A major part of starting an LLC in Mississippi is the completion and filing of formation documents. For help in filing these forms, check out FindLaw's Mississippi LLC Formation package.

LLC Attributes

LLC is short for "limited liability corporation," which is a business structure that combines aspects of both corporations and partnerships. An LLC provides limited liability protection to its owner/members in the same way that a corporation does; this means that owners aren't generally personally responsible for the company's debts and liabilities. LLCs share the trait of "pass-through" taxation with partnerships.

Overview of Starting an LLC in Mississippi

While all states share common formation requirements, each jurisdiction handles formation slightly differently. For information on starting an LLC in Mississippi, read the chart below.

Statutes

Mississippi Code Title 79. Corporations, Associations, and Partnerships:

  • Section 79-29-201 (certificate of formation)
  • Section 79-29-211 (filing with the Secretary of State)
  • Section 79-29-215 (annual report for Secretary of State)

Name the LLC

Mississippi law requires that the LLC names:

  • Must contain the terms "Limited Liability Company" or approved abbreviations including "L.L.C." or "LLC"; or
  • May include the name of a manager or a member; and be different from the names of existing businesses that are already registered.

Check with the Mississippi Secretary of State Business Name Database for name conflicts.

You may reserve an LLC name for 180 days by registering with the Secretary of State and paying a filing fee. You must use the Secretary of State's online filing system.

Select a Registered Agent

Every Mississippi LLC must have an agent for service of process if the company is ever sued. The agent registered agent:

  • Must have a physical street address in Mississippi; and
  • May be a Mississippi resident or corporation or a foreign corporation authorized to do business in Mississippi.

File Certificate of Formation

You must file the Certificate of Formation with the Secretary of State. The filing must include the following information:

  • The LLC's name and address;
  • The registered office's name and address;
  • Whether the LLC is member-managed; and
  • Whether the LLC's duration is perpetual or for a specified period.

All filings must be done using the Secretary of State's online system. However, you can pay the filing fee either online or via regular mail.

Create an Operating Agreement

Mississippi doesn't require them, but it's advisable to create an operating agreement to create an operating agreement.

Comply with Tax and Regulatory Requirements and Determine Necessary Business Licenses/Permits

If your company sells goods and collects sales tax, or has employees, you will likely have to register with the Mississippi Department of Revenue (DOR).

If your LLC has more than one member, then you must apply for an Employer Identification Number (EIN).

You may also have to obtain local and state business licenses, depending on the type of business and the location.

Foreign LLCs

All LLCs organized outside of the state must register with the Secretary of State to do business in the state. All foreign LLCs must appoint a registered agent for process of service that is physically located in Mississippi; additionally, they must also provide a certificate of good standing that is dated within 6 months of the filing.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Annual Reports

As part of maintaining a Mississippi LLC, you must file a report with the Mississippi Secretary of State each year. If your LLC was formed in Mississippi, then there isn't a fee to file the annual report. For foreign LLCs that do business in Mississippi, there's a filing fee that must accompany the report. You can file the report online anytime between January 1 and April 15. The report must include at least one member's name and address and must state whether the LLC has an operating agreement.

Starting an LLC in Mississippi: Related Resources

If You're Starting an LLC in Mississippi, Get an Attorney's Help

Typically, the easiest part of starting your LLC is completing the paperwork. However, your situation may require something more complex that requires professional assistance. If you need help starting your LLC in Mississippi, then contact a business organizations lawyer immediately.

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