How to Form an LLC in Mississippi in 7 Steps
To properly set up a limited liability company (LLC) in Mississippi you must choose a unique name for the LLC, appoint a registered agent, file a certificate of formation with the Mississippi Secretary of State, apply for an EIN, and set up business and tax accounts.
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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.
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 under Miss. Code Ann. §79-29-109, 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. Name reservations are covered under Miss. Code Ann. §79-29-111.
Get a Registered Agent
You’ll need to have a registered agent for service of process to comply with state law Miss. Code Ann. §79-35-1. 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. Under Miss. Code Ann. §79-29-201, you must 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.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
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.
FAQs About Mississippi LLC Formation
The costs of your LLC in Mississippi can depend on many factors. The type of business you conduct, where you’re located, and whether you have employees can affect the amount of taxes, fees, and other costs your LLC will be required to pay. A list of common forms and fees for LLCs in Mississippi can be found on the Secretary of State website.
The fee to file the certificate of formation required to file an LLC in Mississippi is $50.
To maintain your LLC, you must file annual reports each year by April 15. However, you are not required to pay a filing fee for your annual reports. You may have to pay filing or application fees to obtain certain business licenses or permits your LLC needs to legally do business in the state. You should also be sure to pay any renewal fees for licenses or permits and tax payments.
There are different types of LLCs that can be formed in Mississippi.
- Single-member LLC: A single-member LLC is owned by one member who is responsible for the business. For tax purposes, the member is typically taxed as a sole proprietor and reports the LLC’s profits and losses on their personal income tax return.
- Multi-member LLC: A multi-member LLC is comprised of two or more members who share control of the business. It can be member-managed by the existing members of the company who retain decision-making powers over the business. Or members can set the LLC up to be manager-managed and hire one outside manager or team of managers who control the daily activities of the business.
- Professional LLC: A professional LLC (PLLC) can be formed in Mississippi if the LLC will provide a service permitted only by licensed professionals. Examples can include certified public accountants, dentists, architects, veterinarians, physicians, and attorneys at law. Forming a PLLC gives licensed professionals the option to have a flexible business while still protecting their personal assets.
A certificate of formation is what you must file in Mississippi to create a valid LLC in the state. Once your LLC formation is approved by the Secretary of State and your certificate is properly filed, you can use this document to open bank accounts, merchant accounts, and apply for financing for your LLC. You should retain a copy of the certificate for your records from your initial filing. You can also order a certified copy of your certificate online with the Secretary of State’s Business Services. The fee for a certified document is $10.
A certificate of good standing/existence verifies your LLC was legally formed in Mississippi and has complied with applicable state laws. This certificate is often required to register your LLC in another state as a foreign LLC, to open a business bank account, and to obtain loans for your LLC. You can request the certificate of good standing/existence online by logging into the Secretary of State’s Business Services. The authenticity of your certificate can also be verified on the Secretary of State’s website by entering the certificate’s number.
The requirements to form an LLC in Mississippi are:
- Choose an available and proper business name
- Find a valid registered agent
- File a certificate of formation online through the Business Services tool
- Draft an operating agreement (not required for LLC formation)
- Register with the Mississippi Department of Revenue for required business taxes
- Apply for an EIN with the IRS
- Apply for applicable federal, state, and local business licenses and permits
Using an LLC for your startup business provides liability protection to owners/members in the same way that a corporation does. An LLC is a separate legal entity, so owners aren’t generally personally responsible for the company’s debts and liabilities. If you operate your business as a sole proprietorship, on the other hand, you could potentially lose your personal assets in a lawsuit against your Mississippi business.
Additionally, LLCs offer flexibility. LLCs are a business entity that combine aspects of both corporations and partnership. But an LLC’s management structure is not as rigid as that of a corporation. The business can be managed by the owners/members or business activities can be controlled by outside management. LLC owners also get to have flexibility regarding how the business is taxed. The LLC’s gains, losses, income, deductions, credits, and other tax items flow-through to the member or members who report them on their tax returns.
Once your LLC is legally registered with the Secretary of State, you need to comply with the state’s requirements to properly maintain your business. You must file annual reports no later than April 15 each year. You must register, file, and make payments for any required business taxes with the Mississippi Department of Revenue and stay current on federal tax payments as well. You should also renew any business licenses and permits your LLC is required to maintain to conduct business.
No. The certificate of formation is the document you are required to file with the Mississippi Secretary of State to form an LLC. A Mississippi LLC operating agreement is an optional agreement between members of the LLC that does not have to be filed with the state.
If you’re doing business as (DBA) a trade name that is different from what you registered as on your certificate of formation, you must register for a fictitious business name in Mississippi. You can apply for a fictitious business name online through the Mississippi Secretary of State’s website. The state fee to register your DBA is $25.
Whether your LLC has to have certain business licenses and permits depends on its type of business and location. If your business involves retail sales, you will be required to obtain a sales and use tax permit from the Department of Revenue. If your LLC is created for the purpose of offering a professional service, you will need to get a license from the state board that oversees your profession. If you operate in a specific city, you may be required to apply for a business license to do business there.
You should check with the Mississippi Department of Revenue to learn more about state licensing and permits. You should also contact the city or county clerk where your business is located to find out what licenses or permits are required there. You can find more information about licenses and permits for businesses in Mississippi on its Small Business Development Center’s website.
Yes. You are required to apply for an LLC online in Mississippi through the Secretary of State’s Business Services. You must create a username and password to login to the filing system and form your new LLC. You also have the option of using a business formation service company to provide the LLC formation service for your LLC in Mississippi.
The address for Mississippi Secretary of State is:
Mississippi Secretary of State
Business Services
125 S. Congress Street
Jackson, Mississippi 39201
Yes. You can choose to use a registered agent service if you would like to protect your privacy, keep your LLC compliant, and ensure that you receive service of process and other important mail.
A domestic LLC is a legal entity that is formed in the business owner’s state with the intent to do business there.
Entrepreneurs looking to conduct business in a different state can probably register in that state as a foreign LLC. You should contact the office responsible for overseeing businesses to confirm what’s required to apply as a foreign LLC there and the amount of the filing fee. You should confirm your LLC’s name is available in that state before submitting an application to register as a foreign LLC. You will likely also be required to obtain a certificate of good standing/existence from your home state to submit with the foreign LLC application.
You need to create an account with the Mississippi Secretary of State’s Business Services. Then login to and choose the option to "Register an Out-of-State Corporation, Nonprofit, LLC, Partnership or Business Trust." You will need to attach a copy of your Certificate of Good Standing or Certificate of Existence from your home state to your foreign LLC’s registration. The fee for filing is $250.
To dissolve your LLC in Mississippi, you need to file a certificate of dissolution and pay the $50 filing fee. This can be filed online with Mississippi Business Services. If you do not include an effective date for dissolving your LLC, the effective date of dissolution will be the day your filing is approved by the Secretary of State.
An anonymous LLC does not disclose information about the LLC owners on the formation documents. Mississippi does not permit the registration of anonymous LLCs, and the certificate of formation is a public record filing there. Anonymous LLCs can be created in Delaware, Nevada, New Mexico, and Wyoming. Anonymous LLCs are often used by business owners to help maintain their privacy. Because Mississippi does not allow anonymous LLCs, you can use a registered agent service if you have privacy concerns.
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.
How to Start an LLC in Other U.S. States
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