Mississippi Limited liability corporations (LLCs), a flexible business structure, offer business owners sound liability protection and tax advantages. In Mississippi, an LLC must be registered with the Mississippi Secretary Of State. You also need to pay the $50 filing fees. Once you have chosen the name of your LLC and appointed an agent, you can file a Certificate of Formation with the Mississippi Secretary-of-State. If you file online, the process of filing a Mississippi LLC can be completed in twenty-four hours. It could take up to one week if you mail your application. We will walk you through the entire process of forming an LLC.
1. Name Your LLC
There’s a good chance that you already have a business title in mind. But you should ensure it’s available to Mississippi’s LLC naming guidelines. They are detailed in MS Code HTML29-109. Your LLC name can’t:
- Use Mississippi to do business with another entity.
- It may contain words or abbreviations which make it sound like a different type of entity, such as “corporation,” and “limited partnership,” among others.
- Include “trust”, “bank”, or any combination of these two words.
Also, the LLC name must contain the words “limited liability firm” or the abbreviation L.L.C.
Can I reserve a Mississippi business address?
Yes. You can reserve your business name online for as long as 180 days if you are not ready to file your Certificate Of Formation.
2. Designate a Registered Agent
A Mississippi registered representative is needed for your LLC. This is the person or company authorized to accept important legal mail on your behalf. On your Certificate of Formation, you will include the address and name of your registered agent.
What does a registered representative do?
MS Code Section SS79-29-215 states that all Mississippi LLCs must maintain a registered representative. Your registered agent must:
- You must have a physical address, not a PO Box. You can mail to the following address:
- You must be available during normal business hours.
- Accept important mail, including lawsuits, from the Mississippi Secretary of State and send it to you promptly
Do you want to be your own Mississippi registered agent?
Yes. Yes, as long you are comfortable with your name and address being publically available, you can register to be your own Mississippi registered agent. You will need to be available to serve process personally and maintain regular business hours.
These requirements are why many business owners hire a registered agent. This way, they don’t have to worry about having their home address listed in the public record and missing important legal mail while away on vacation.
3. Submit LLC Certificate of Formation
The Certificate of Formation is required to officially make your Mississippi LLC a legal entity. You must create an account at the Mississippi Secretary Of State website in order to submit your Certificate. There are two options: you can file online or print the form, and then mail it together with a cheque.
Notification: All data on this form will become public record
The Certificate of Formation will require you to give the following information about your LLC:
Company Name: Should include “limited liability company”, “L.L.C.” (or “LLC”).
Email to business: How Secretary of State will contact you.
Optional effective date: If your LLC does not want to be officially established immediately, you may set a future date of up to 90 calendar days.
Code NAICS: This code is six-digits that indicates the type of business that you’re starting. For the NAICS code that matches your business best, go to this site.
Registered Agent: Person or entity authorized to accept important legal correspondence for your company.
Registered Office: You must have a street address. box.
Organizer Anyone who completes the Certificate of Formation will sign it.
How can I ensure that my personal information is not made public?
The Certificate of Formation can be found online. It is a good idea to share your address and name on this form.
You can keep your privacy intact by using a registered agent service. They will place your business name and address on the form.
How do you file the Mississippi Certificate of Formation
Mississippi requires that you create a Registered Filer account on the Secretary Of State website in order to submit your Certificate of Formation. To create an account, you’ll need to enter your name, contact information, as well as the last four numbers of your social security number. Once you’ve created your online account, it is possible to either fill out the filing online or print and mail it with a cheque.
Online Business Services Portal
Secretary of State
Office of Business Services
PO Box 136
Jackson, MS, 39205-0136.
4. Make an LLC Operating Agreement
Your operating agreement provides a roadmap for how your LLC will handle major situations. This document will contain important information like how each member contributed, voting procedures, and how the business will be dissolved if it goes south.
Mississippi requires an LLC to have an Operating Agreement.
Mississippi law doesn’t require operating agreements. MSCode SS 79-29-123 (2019) states if there is an operating agreement, the members must agree on it. You don’t have to have an operating agreement .
Operating agreements are essential to open a business bank account and protect you from liability in court. They also help settle internal disputes. You don’t want this step to be skipped. Without an operating agreement, Mississippi’s default LLC laws will apply to you.
5. Get your EIN
Your EIN (Employer identification number) is the number that the IRS will use for your business to be identified on tax forms. It is similar to a Social Security Number, but for businesses. An EIN can be obtained from the IRS online or by post for free. Apply online is the fastest way to get an EIN. You will have to apply by mail if you don’t have a Social Security Number.
Do I need an EIN to register my Mississippi LLC
Yes. EINs are required for all LLCs that employ employees or are taxed in the same way as corporations. An EIN is required to open a company account. You won’t have to reveal your social security number to anyone you do business.
6. Open a Business Bank Account
It is essential that your LLC has its own bank account. Why? In order to preserve its limited liability status, the LLC’s money should be kept separate from owners’ personal accounts. Mixing personal funds and business funds can lead to you being personally liable for damages caused by the LLC.
These are the items you should bring to your bank to open a business account.
- Mississippi LLC Certificate of Formation (a copy is fine).
- The operating agreement of the LLC
- The LLC’s EIN
- If your LLC has more members, an LLC Resolution is required to open a bank account.
File state reports & taxes
Each Mississippi LLC must submit an annual report to the Secretary of state online. The annual report serves two purposes: it informs the Secretary of State about any changes in ownership and contacts. The annual report can be filed by domestic LLCs in Mississippi for no cost.