Everything You Need to Know About Mississippi LLCs:
Mississippi LLC Formation Options
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How to Start an LLC in Mississippi
To start an LLC in Mississippi, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Formation with the Secretary of State. The primary way to submit the certificate is online (though there is a mail-in workaround). The certificate costs $50 to file. Once filed with the state, this document formally creates your Mississippi LLC.
According to MS Code § 79-29-201 (2019), every Mississippi LLC must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your certificate wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit https://corp.sos.ms.gov/corp/portal/c/page/corpBusinessIdSearch/portal.aspx?#clear=1 and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Mississippi Certificate of Formation. Follow along with our filing instructions below:
Filing the Mississippi LLC Certificate of Formation
Learn more about each Certificate of Formation requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the filing entirely and hire us to form your Mississippi LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Company Name
Your name must include “Limited Liability Company” or “LLC.” Don’t use any words or abbreviations that could suggest you’re a different type of business than what you are. (No calling your bakery “Mississippi Bank of Frosted Delights” or “The Donut Corporation.”)
2. Business Email
This is where the Secretary of State will send any official notifications. When you hire Northwest, our email will go here.
3. Effective Date
If you want your LLC to start right away, you can skip this section. If you’d prefer to put off your start date (maybe the next tax period is right around the corner), you can put a future effective date up to 90 days in the future.
4. NAICS Code
These are numerical codes that correspond to specific business activities. You can enter up to three different codes. Choose the one(s) that best matches what your business does.
5. Registered Agent and Address
Your Mississippi registered agent can either be an individual Mississippi resident or a commercial registered agent business. Either way, you’ll need to include the Mississippi street address where they’re available during regular business hours to accept legal notices on behalf of your LLC. An email address is also required. Keep your information private and hire a commercial registered agent like Northwest.
Whoever submits the Certificate of Formation will also sign it. The signature indicates that the resident agent has agreed to the appointment and that the person submitting the certificate is authorized to do so.
Why Have a Registered Agent Form Your Mississippi LLC?
Professionals in Mississippi hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We have an office in Ridgeland, MS. We’re on a first name basis with the people who work in the Secretary of State’s office. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Ridgeland registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Jackson, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Mississippi. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Mississippi LLC Is Formed?
After your Mississippi Certificate of Formation is approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Mississippi LLC need an EIN?
Most likely. You’ll need an EIN in order to register for taxes with the Mississippi Department of Revenue, which you’ll need to do if you have to file state taxes (such as sales and use taxes). You’ll also need an EIN if you have employees, and you’ll likely use your EIN when you open a business bank account.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Mississippi LLC?
Mississippi doesn’t legally require an operating agreement, though the statute language is a bit confusing. According to MS Code § 79-29-123 (2019), all members must initially agree to whatever operating agreement is set forth. However, the statute doesn’t say that the operating agreement itself must exist—only that if it does exist, the members must approve it.
That said, you shouldn’t skip out on creating an operating agreement just because the law allows it. An operating agreement is one of your LLC’s most important internal documents. Creating one can help your LLC with everything from the small stuff (like opening a bank account) to the big stuff (like merging with another company).
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Mississippi law. Topics not allowed to be changed in the operating agreement are listed in the MS Code § 79-29-123 (2019), which forbids actions like changing the requirement that all members must agree to the initial operating agreement (if one is set forth), and eliminating obligations of good faith.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Mississippi LLC?
To open a bank account for your Mississippi LLC, you will need to bring the following with you to the bank:
A copy of the Mississippi LLC Certificate of Formation
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Mississippi laws.
File Mississippi Reports & Taxes
Mississippi LLCs are required to file a state report each year. This report is basically an information update you file so the state knows who currently runs things and how to contact your business. Mississippi LLCs are also subject to state tax filing requirements.
How much is the Mississippi Annual Report fee?
There is no fee for domestic LLCs to file the Mississippi Annual Report. There is also no late fee. However, if you fail to file for 60 days, your LLC may be administratively dissolved.
When is the Mississippi Annual Report due?
Your Mississippi Annual Report is due by April 15 each year.
When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Mississippi LLC taxes?
Mississippi has a graduated personal income tax with four brackets:
5%: all taxable income over $10,000
The state also has a 7% general sales tax, and cities and counties can stack on local sales taxes as well (up to 1%). So, the maximum sales tax in Mississippi is 8%, which can be found in Tougaloo.
Mississippi also has a corporate income and franchise tax. If your LLC chooses to be taxed as a C or S corporation, you will be required to pay this tax. The corporate income and franchise tax is computed at $2.25 per $1,000 of either the value of the capital employed—in excess of $100,000—or the assessed property values in the state, whichever is greater. The minimum franchise tax is $25.
Do LLCs have to register with the Mississippi Department Of Revenue?
Most likely. You’ll need to register if your business collects or pays any state taxes, such as sales tax or withholding tax. You can register online at Mississippi’s Taxpayer Access Point.
Mississippi LLC FAQs
How can I submit the Mississippi LLC Certificate of Formation?
The primary way to file the Mississippi Certificate of Formation is online. You’ll need to create an account with the Mississippi Secretary of State before you can begin the filing process.
If you absolutely have to file by mail (maybe you can only pay by check), there is a workaround. You will fill out the certificate using the online form exactly as if you were going to submit the document online. (The only step you’ll omit is submitting payment.) Then, you’ll print it out and mail it to the following address along with payment:
Mississippi Secretary of State
P.O. Box 136
Jackson, MS 39205-0136
How much does it cost to start a Mississippi LLC?
The filing fee for your Mississippi LLC Certificate of Formation is $50. There’s also a variable fee—generally $2-$3—for processing.
Hire Northwest for a one-time fee of $279, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your Mississippi LLC up and running. Or, pay just $30 out the door with our VIP monthly payment option.
How long does it take to start a Mississippi LLC?
Online filings are processed quickly—usually within an hour, though they can sometimes take up to a day. If you have to submit by mail, processing may take at least a week.
If you hire Northwest to start your LLC, we file online and typically have your Mississippi LLC formed within 24 hours.
Does a Mississippi LLC need a business license?
Mississippi does not have a general state-level business license, though many cities and counties have their own business licensing requirements. In Jackson, for example, all entities conducting business in the city must obtain a license and pay fees determined by the business’s size, type, and value (in some instances).
Need an EIN or a certified copy of your formation docs for your license applications? Northwest can help. You can easily add on these items to your LLC formation order.
Can a Mississippi LLC help me live more privately?
Yes, a Mississippi LLC can help you reduce your public footprint. You can maintain a significant degree of address privacy by listing our address and email on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Mississippi LLC?
A foreign Mississippi LLC is any LLC formed outside of Mississippi but registered to do business in the state. For example, if you formed an LLC in Alabama but wanted to conduct business in Mississippi as well, you would register as a foreign LLC in Mississippi by filing an application for Out-of-State Registration with the Mississippi Secretary of State. Like domestic LLCs, foreign LLCs in the state have to file annual Mississippi annual reports. Northwest can register your foreign Mississippi LLC for you today!
How to Order LLC Formation Service
Our Mississippi LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $30 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Mississippi Certificate of Formation and submit them to the Secretary of State for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Mississippi Secretary of State has approved your filing, we notify you that your Mississippi LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.