How to Form an LLC in Mississippi
Mississippi Secretary of State—Business Services
PO Box 1020
700 North Street
Jackson, MS 39215-1020
Statutory Authority: Revised Mississippi Limited Liability Company Act — Miss. Code Ann. § 79-29 (2013)
Mississippi LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Formation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Mississippi Secretary of State.
Mississippi Certificate of Formation
The following information is legally necessary and sufficient to form a limited liability company in Mississippi:
1. Company name
2. Effective date if other than date of filing
3. Business email address
4. Federal tax ID if available
5. Registered agent name and address
6. Dissolution date if duration is other than perpetual
7. Printed name, title, signature, and address of each organizer
Mississippi LLC Fee Schedule
Application for Name Reservation: $25.00
Certificate of Formation: $50.00
Application for Registration: $250.00
Annual Report: No fee
Certificate of Dissolution: $50.00
Your company name must end with a limited liability company designator. In Mississippi the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC”
Conduct an entity name search on the Mississippi Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 180 days by filing an “Application for Name Reservation” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Mississippi requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Mississippi resident or active Mississippi business entity that has a Mississippi street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Mississippi resident and have a Mississippi street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Mississippi limited liability company. Nevertheless, Mississippi permits you to add other provisions to your Certificate of Formation as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Registration of Foreign Limited Liability Company.”
2. Submit the completed document, along with the $250.00 filing fee, to the Mississippi Secretary of State.
Dissolving a Mississippi LLC
1. Complete the “Mississippi LLC Certificate of Dissolution.”
2. Submit the completed document, along with the $50.00 filing fee, to the Mississippi Secretary of State.