Register a Mississippi Foreign LLC
A Mississippi Foreign LLC is a limited liability company that does business in Mississippi but was formed elsewhere. When a foreign LLC wants to do business in Mississippi, it will need to submit an Application for Registration of Foreign Limited Liability Company to the Mississippi Secretary of State's office and pay the $258 state filing fee.
Mississippi offers some basic guidelines on what business activities require foreign registration. Foreign (out-of-state) companies in Mississippi are required to register with the Secretary of State if any of their employees will be working in Mississippi for a total of thirty or more days out of the year. Contractors and businesses working with state agencies are also required to register. You will also probably need to register as a foreign LLC if your company owns or rents property, sells goods or services, or applies for a professional license in Mississippi.
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How To Register a Foreign LLC in Mississippi
To register as a foreign LLC in Mississippi, you need to fill out an Application for Registration of Foreign Limited Liability Company, which must be completed online. You will also need to appoint a Mississippi registered agent and obtain a Certificate of Good Standing from your home state. We’ll explain how the process works.
1. Appoint a Mississippi registered agent
You don’t necessarily need to live in Mississippi to do business there, but you do need a Mississippi registered agent. Your registered agent must have a physical address in Mississippi (not a P.O. box) where they can be reached during business hours. Your registered agent’s job is to accept important legal mail on your business’s behalf. While you could ask an individual to perform this role (as long as they live in Mississippi), most foreign LLCs hire a professional registered agent service.
Can I be the registered agent for my Mississippi foreign LLC?
Only if you live in Mississippi and have a physical address there.
Why hire a professional Mississippi registered agent?
Not only will a registered agent service allow you to focus on your business, but many professional registered agents (like us) will also allow you to use their information on your registration documents, which helps you keep your name and address off the public record.
2. Obtain a Certificate of Good Standing
In Mississippi, you’re required to submit a Certificate of Good Standing (also called a Certificate of Existence) from your home state/jurisdiction, dated no more than six months before you file your Application for Registration.
How do I get a Certificate of Good Standing?
You can request a Certificate of Good Standing from the same state agency where you filed your LLC articles of organization (usually the Secretary of State). Each state’s process will be slightly different, but most states will let you request a Certificate of Good Standing online for a small fee.
3. Complete the Mississippi Application for Registration of Foreign LLC
When you’re ready to officially file for foreign registration in Mississippi, you’ll need to complete the Application for Registration of Foreign Limited Liability Company. In Mississippi, you’re required to complete the application online through Mississippi Secretary of State’s website. Here’s the information you’ll need:
- Entity type
- Business name
- Name you’ll use in Mississippi if your business name is unavailable
- Business email
- Optional: future date when the registration will go into effect, if you don’t want your LLC to be registered immediately (most businesses skip this)
- State/jurisdiction where your business was formed
- Date your business was formed
- Check the box if your LLC is managed by managers (rather than managed by the members/owners)
- NAICS Code (a number that describes the type of business you own)
- Principal office address
- Registered agent address (must be a street address in Mississippi)
- Registered agent email address
- Signature from an authorized person, stating that the registered agent has been informed of their appointment and agrees to perform this role
You will need to attach your Certificate of Good Standing to your application. The certificate must be dated no more than six months before you file.
Ready to get started? Register your foreign LLC in Mississippi with Northwest.
How much does it cost to file the Application for Registration?
Mississippi charges $258 to file the Application for Registration.
How do I file my Application for Registration?
You must complete the Application for Registration online, by creating an account on the Secretary of State business services portal and selecting “Register an Out-of-State Corporation, Non-Profit, LLC, Partnership, or Business Trust” on your account homepage. Mississippi no longer accepts paper forms for business filing. However, if you don’t want to pay the filing fee online, you can print out your application after completing it on the website and mail it to the Secretary of State’s office with a check.
Do foreign LLCs need to file Articles of Organization in Mississippi?
No. Foreign LLCs don’t need to file formation documents (like Articles of Organization) in states where they do business. Instead, they need to submit the state form for foreign qualification.
Registering as a foreign LLC is different from domestication—the process of becoming a domestic LLC in a new state/jurisdiction.
4. Receive Verification
The Mississippi Secretary of State will email you to confirm that your filing has been accepted.
How long will Mississippi take to process my Application for Registration?
Mississippi will process your application in about 1 to 2 business days.
Mississippi Foreign LLC Registration FAQ
What happens if I don’t register as a foreign LLC in Mississippi?
Per MS Code § 79-29-1013, if you do business in Mississippi without registering with the Secretary of State, you will not be able to maintain any legal action in the state. Also, the Mississippi Secretary of State will be appointed as your registered agent, and the Attorney General could stop you from doing business in the state.
What counts as doing business in Mississippi?
According to the Mississippi Secretary of State, companies are considered to be doing business in Mississippi if they have employees who live in Mississippi for thirty (total) days during the year, or if they do business with Mississippi state agencies. However, those aren’t the only reasons why a business might need to register with the Secretary of State—applying for a professional license or opening a location in Mississippi will likely require registration, too. If you aren’t sure whether your business needs to register, we recommend consulting a business attorney.
MS Code § 79-29-1015 lists activities that don’t count as doing business, such as handling a legal action or opening a bank account.
Read more about what counts as doing business in another state.
How do I amend a foreign LLC in Mississippi?
You can amend your Mississippi foreign LLC by filing a Foreign LLC Certificate of Amendment through the business services online portal. The filing fee is $50.
Do I have to file a Mississippi annual report for my foreign LLC?
Yes. Foreign LLCs in Mississippi need to file the Mississippi annual report every year, just like domestic Mississippi LLCs. The annual report is free to file and must be filed online. The due date is April 15th.
How are foreign LLCs in Wisconsin taxed?
LLCs are considered pass-through tax entities by default, which means the responsibility for paying federal income taxes passes through the LLC and falls on each LLC member. Each member will then report any profits or losses on their own income tax form. Members will be responsible for paying taxes to both the feds and to the state of Mississippi. A foreign LLC can also elect to be taxed as an S-Corp or a C-Corp.
How do I withdraw my foreign LLC in Mississippi?
You can withdraw your foreign business in Mississippi by filing a Certificate of Cancellation of Foreign Limited Liability Company through the business services online portal. There is a $25 fee.