How to Form an LLC in Mississippi in 7 Steps
By Jordan Walker, J.D. | Legally reviewed by Madison Hess, J.D. | Last reviewed May 24, 2024
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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 (limited liability company), you should gain an understanding of the relevant law and the requirements of LLC formation. Understanding the steps you need to take to start an LLC will help you make the right decisions for your small business.
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Steps to Form an LLC in Mississippi
Name Your LLC
Choosing your Mississippi LLC name is an essential part of the formation process because it has both marketing and legal implications. You don't want to choose a business name that misses the mark with potential customers. You also don't want to choose a business name that runs afoul of Mississippi LLC laws.
It's best to start with a list of potential names that you think will be appealing to your target audience. Next, narrow your list down based on the state naming requirements.
In the state of Mississippi, LLC names:
- Must contain the terms "limited liability company" or the abbreviations "L.L.C." or "LLC"
- May include the name of a manager or member of the organization
- Must be distinguishable from business names already registered or reserved with the state
Since your business name must be unique and distinguishable from all other names on record with the Secretary of State, you should conduct a name search to check for name availability on the Mississippi Secretary of State's website. If you come across a name on your list that's not available, you need to choose a different name. You can also submit a name reservation filing with the Secretary of State if you discover a name you like but are not quite ready to register your LLC.
Get a Registered Agent
You'll need to have a registered agent for service of process to comply with state law. A registered agent has the duty and responsibility of accepting legal documents on your behalf if the company gets sued.
Any individual, corporation, or LLC may act as registered agent for any Mississippi company provided the agent has a physical address in the state of Mississippi. You can be your own registered agent as long as you have a physical street address. The registered agent must be available during regular business hours. Some business owners choose to use a registered agent service to ensure they receive all service of process and important mail.
File Your Certificate of Formation
In Mississippi, you need to file a certificate of formation (called "articles of organization" in other states) with the Mississippi Secretary of State to form your Mississippi LLC. Many business owners prefer to take advantage of a business formation service company to make the process easier. The filing fee is $50. Be prepared to include the following in your filing:
- LLC name and e-mail address
- Registered agent name and address
- NAICS code
- Effective date
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Draft an Operating Agreement
An LLC operating agreement is an essential internal document. Although it's not required under Mississippi law, it may be crucial to have as a reference in times of conflict. It's an agreement between the members of an LLC and governs the policies and procedures of the business.
Operating agreements typically include provisions on:
- Voting procedures
- Rights and responsibilities of the members
- Liabilities
- Ownership of the LLC
- Guidelines for the admission of new members
You should be sure to keep this document in a secure place after it's drafted.
Get an EIN
Most businesses need to apply for an EIN (Employer Identification Number) or Tax ID number with the Internal Revenue Service (IRS). This number identifies your business, much like a Social Security number, but applies to businesses for federal tax purposes. Without an EIN, you may be unable to hire employees or open a business bank account. Fortunately, it's easy and free to get one. Apply for an EIN on the IRS website.
Set Up Business and Tax Accounts
Check with the Mississippi Department of Revenue to confirm whether your LLC is subject to any state taxes. Online registration is available for all business taxes on the Department of Revenue's TAP portal where you can also file and pay taxes.
You may also be required to obtain specific professional licenses from the state if your LLC provides certain services like pharmacists, social workers, veterinarians. Additionally, you could need local licenses or permits as well. Check with the local city or county clerk where your LLC is located.
File Beneficial Ownership Information Report (BOIR)
After you form your LLC, you must file a Beneficial Ownership Information Report (BOIR) with FinCEN. The BOIR is a new requirement. If you create your LLC in 2024, you must file within 90 days from the day your LLC received notice of its creation/registration or 90 days from the day the Secretary of State or similar office first provided public notice of your company’s creation/registration, whichever is earlier. If you form your LLC after January 1, 2025, you must file within 30 calendar days from the date you receive actual or public notice of the LLC’s creation or registration.
To file a BOIR, visit www.fincen.gov/boi and select “File BOIR.” To complete your BOIR, you must provide information regarding your LLC, its beneficial owners, and its applicants. Your LLC’s applicants are those who directly filed the document that created or registered the LLC or were responsible for controlling the filing. Beneficial owners are people who have substantial control over the LLC and/or own a minimum of 25% of the ownership interests of an LLC.
Note: On March 1, 2024, the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act was unconstitutional. At this time, it is unclear if the federal BOIR requirement will be enforceable. Business owners of LLCs formed before January 1, 2024, may want to wait until closer to the January 1, 2025 filing deadline to check if they must file a BOIR for their business. For LLCs formed in 2024, business owners may want to check right before their 90-day deadline to see if the BOIR requirement is applicable.
Business and Tax Requirements in Mississippi
Your LLC will likely be subject to state business taxes, licenses, and permits depending on the type of business it conducts.
State Business Tax
Online registration is available for all state business taxes. You can visit the Department of Revenue's website to register a new tax account for your LLC.
State Employer Tax
If your LLC has employees, you have to register withholding tax with the Department of Revenue and withhold the state's income tax from your LLC's employee wages. You also need to register, report, file, and pay your LLC's unemployment insurance tax.
Sales and Use Taxes
If your LLC engages in the sale of tangible personal property in the State of Mississippi, it's subject to the 7% sales tax, unless exempted or reduced by state law. Your LLC must obtain a permit or registration license from the Department of Revenue before engaging in any business in Mississippi subject to sales tax.
If your LLC acquires personal property in any manner for use, storage, or consumption within Mississippi for which sales or use tax has not been paid to another state at an equal rate to that of Mississippi, it's also subject to the state use tax.
Business Licenses and Permits
Depending on the type of business your LLC conducts and its location, you may be required to obtain additional licenses and permits. You could need specific permits or licenses if your LLC is involved with the sale of alcohol, tobacco, and food, affects the environment, or offers a professional service. There are many other types of federal, state, and local permits or licenses you may need. Check with the city or county government where your business is located to determine local requirements. Also, the Mississippi Small Business Development Center's website offers additional resources and information for businesses in the state.
Registration in Other States
To register your LLC in other states, you will likely need to apply to operate a foreign LLC in that jurisdiction. You can check with the appropriate governmental office in that state to confirm what's required to register as a foreign LLC there.
Annual Filing Requirements in Mississippi
LLCs in Mississippi are required to file annual reports through the Secretary of State's online Business Services. This report can be filed any time on or after January 1 of each calendar year and is due by April 15 of that year. After logging in, choose the appropriate button under "Business Filings." You will be asked to enter your LLC's Mississippi business ID number and the online form will be pre-populated with the information already in their system.
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FAQs About Mississippi LLC Formation
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
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