Start an LLC in Mississippi
A Mississippi limited liability company (LLC) is a flexible business structure that provides business owners with robust personal asset protection, a flexible management structure, and certain tax advantages. To form a Mississippi LLC, you’ll need to choose a Mississippi registered agent, file a Certificate of Formation with the Mississippi Secretary of State, and pay a $50 state filing fee.
Below, we provide step-by-step instructions on how to file with the state yourself and get ready for business, or you can hire Northwest to form your Mississippi LLC.
How to Start an LLC in Mississippi
If you want to form your Mississippi LLC on your own, we’ve got you covered. Our comprehensive guide walks you through the entire process, from naming your business to filing taxes and your annual report and everything in between.
1. Name Your LLC
Chances are you already have a business name in mind, but you should make sure it’s available and fits Mississippi’s LLC naming guidelines, which are outlined in MS Code § 79-29-109. Your LLC name cannot:
- Be in use by another business entity in Mississippi.
- Contain words or abbreviations that make it sound like a different entity type, such as “corporation,” “limited partnership,” etc.
- Contain the word “bank,” “trust,” or any variation on those two words.
Additionally, your LLC name must include the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Mississippi?
Yes. If you’re not ready to file your Certificate of Formation, you can reserve your business name for up to 180 days by submitting a Name Reservations Filing online and paying the $25 filing fee.
What’s the difference between my LLC’s name and an assumed business name?
Your LLC’s legal name is the one written on your Certificate of Formation. Any other name your LLC uses is an assumed business name, also called a fictitious business name or doing business as name (DBA). To use an assumed business name in Mississippi, you’ll need to submit a Fictitious Business Name Registration on the Mississippi Secretary of State website and pay the $25 fee.
Considering using an assumed business name? Learn How to Get a Mississippi DBA.
2. Designate a Registered Agent
Your LLC needs a Mississippi registered agent. This is the person (or company) authorized to accept important legal mail on behalf of your business. You’ll include your registered agent’s name and address on your Certificate of Formation.
Learn why the pros use a registered agent service.
What does a registered agent do?
According to MS Code § 79-29-215, all Mississippi LLCs are required to maintain a registered agent. Your registered agent must:
- Have a physical address (not a P.O. Box) in the state of Mississippi.
- Be present at their address during regular business hours.
- Accept important mail (including lawsuits) from the Mississippi Secretary of State and deliver it to you fast.
Can you be your own registered agent in Mississippi?
Yes. As long as you don’t mind having your name and address on the public record, you can be your own registered agent in Mississippi. You’ll need to maintain regular business hours at this address and be able to accept service of process in person.
Because of these requirements, many business owners opt to hire a registered agent service. That way, they don’t have to worry about listing their home address on the public record or missing important legal mail while on vacation.
Can I change my registered agent after I start an LLC?
Yes, you can change your registered agent in Mississippi anytime by filing a Change of Registered Agent form with the state and paying the $10 fee.
3. Submit LLC Certificate of Formation
To make your Mississippi LLC official, you need to submit the Certificate of Formation. To submit your Certificate, you must first make an account on the Mississippi Secretary of State website. From there, you can either file online or print out the form and mail it along with a check.
Note: All of the information on this form will become part of the public record.
You’ll need to provide the following information about your LLC on the Certificate of Formation:
- Company name: Must include “limited liability company,” “L.L.C.” or “LLC.”
- Business email: How the Secretary of State’s office will contact you.
- Effective date (optional): If you don’t want your LLC to become official immediately, you can put a date up to 90 days in the future.
- NAICS code: A six-digit code that specifies what kind of business you’re starting. Go to the NAICS website to find the code that best matches your business.
- Registered agent: The person or entity authorized to accept important legal mail for your business.
- Registered office: Must be an actual street address, not a P.O. box.
- Organizer: Whoever completes your Certificate of Formation will sign here.
How can I keep my personal information off the public record?
The Certificate of Formation is a public document that anyone can find online. So you’re right to be concerned about sharing your own name and address on this form.
The best way to maintain your privacy is to use a registered agent service that will put its name and business address on this form instead of yours.
What’s the difference between a member-managed and manager-managed LLC?
In a member-managed LLC, the members (owners) collectively manage the LLC’s operations. In a manager-managed LLC, the members hire managers to run the LLC for them. Whoever is in charge of managing your LLC will be able to sign contracts, hire and fire people, open business bank accounts, and more.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Mississippi Certificate of Formation?
In Mississippi, you are required to set up a Registered Filer account on the Secretary of State website before you can submit your Certificate of Formation. When you create your account, you will need to provide your name, contact information, and the last four digits of your social security number. Once you’ve created an online account, you can either complete your filing online or print the form and mail it along with a check.
Online:
Business Services Portal
By Mail:
Secretary of State
Office of Business Services
PO Box 136
Jackson, MS, 39205-0136.
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4. Write an LLC Operating Agreement
Your operating agreement is the road map to how your LLC will navigate major situations. This is where you’ll document important information such as how much each member invested, how voting will work, and even how you’ll dissolve the business if things go south.
Check out our attorney-drafted Mississippi LLC Operating Agreement.
Does Mississippi require an LLC to have an operating agreement?
No, Mississippi law does not require an operating agreement. MS Code § 79-29-123 (2019) states that if you do have an operating agreement, it must be agreed upon by all members. But you’re not required to have one.
However, having an operating agreement is essential for opening a business bank account, maintaining your liability protection in court, and settling internal disputes. So you don’t want to skip this step. Also, without an operating agreement, you’ll be governed by Mississippi’s default LLC laws.
What should be included in an operating agreement?
Your operating agreement should cover all of the important rules and procedures your LLC will follow. Here are a few subjects almost all operating agreements include:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolution
Mississippi law gives some guidance for what you may include in an operating agreement. For example, your operating agreement can’t say that your members cannot be held liable for intentional crimes. But for the most part, you’re free to include anything in your operating agreement that doesn’t go against your Certificate of Formation or the law.
Does a single-member LLC need an operating agreement?
Yes. Your single-member LLC won’t need to resolve disagreements between members, but you’ll still need an operating agreement to open a company bank account. And if your business is ever sued, having a strong operating agreement could make a big difference in your case, as it shows your LLC is distinct entity with its own rules and processes.
5. Get an EIN
Your business’s EIN (Employer Identification Number) is the number the IRS will use to identify your business on tax forms. It’s similar to a social security number, but for businesses instead of people. You can get an EIN from the IRS for free, either online or by mail. The fastest method is to apply online. However, if you don’t have a social security number, you’ll need to apply by mail.
Do I need an EIN for my Mississippi LLC?
Yes. Technically only LLCs that have employees or are taxed as corporations are required to have EINs. However, you’ll almost always need an EIN to open a company bank account. Also, with an EIN you won’t need to give your social security number to strangers you do business with.
6. Open a Bank Account
It’s crucial that you give your LLC its own bank account. Why? An LLC’s money has to be kept separate from the owners’ personal accounts in order for the LLC to maintain its limited liability status. If you mix business and personal funds, you risk being held personally liable for damages against the LLC.
When you go to open your business bank account, remember to bring the following:
- Mississippi LLC Certificate of Formation (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
Every business needs funding to get off the ground! Each of your members should make an initial contribution to the LLC to “purchase” their membership interest. This usually means writing a check to the LLC bank account. However, in certain cases, members contribute in the form of property or services. It’s important to note that investments of property or services typically trigger tax events.
What is LLC membership interest?
Your membership interest is the percentage of the LLC that you own. Usually, membership interest is directly proportional to each member’s initial contribution. For example, if one member invests $6,000 and four members each invest $1,000, the first member would own 60% of the LLC, and the other four members would own 10% each. Voting power is usually, but not always, tied to membership interest. So in this example, the member with 60% ownership would have decision-making power, unless the operating agreement set different rules for voting.
8. File State Reports & Taxes
All Mississippi LLCs are required to file an annual report with the Secretary of State online. The purpose of the annual report is to make sure the state has up-to-date contact information for your business and knows if your LLC has changed ownership. Filing the annual report is free for domestic LLCs in Mississippi.
Worried you’ll forget? Let us file your annual report for you.
When is the Mississippi Annual Report due?
The Mississippi Annual Report is due by April 15th every year.
How are Mississippi LLCs taxed?
Mississippi LLCs are taxed as pass-through entities by default. This means that the LLC’s revenue “passes through” the LLC to the members, who report the revenue as income on their individual tax returns. LLC revenue is taxed at the federal self-employment tax rate of 15.3%. Mississippi LLCs can also elect for S-Corp or C-Corp tax status by filing with the IRS.
Learn more about S-Corp Vs LLC tax designation.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.
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