Mississippi LLC

Mississippi LLC Filing

Steps to Form a Mississippi LLC:

First, Choose a Mississippi LLC Name

Your Mississippi LLC must have a name. This is pretty straightforward, but you will need to be sure that the name you select conforms to state law.

You must include in your name one of the following business designations: Limited Liability Company, LLC, or L.L.C.

The name must be distinguishable from all other names already on record. This means that if another company has already registered the name, you will need to select a different name.

File a Certificate of Formation

To form an LLC in Mississippi, you file a Certificate of Formation with the Secretary of State. A Certificate of Formation can be filed online, or you can print the completed form and mail it. There is a $50 filing fee (and an additional $25 for registered agent consent).

A Certificate of Formation registers basic information required by the Secretary of State’s office:

• Name of the LLC
• Federal Tax ID Number (from the IRS)
• Name and address of Mississippi registered agent
• Dissolution date (if applicable)
• Name, date and signature of at least one member, manager or organizer

Online filings are processed immediately. Mailed filings generally take one week to process, but you can expedite the filing by including an additional $25. Expedited paper filings are processed within one day after being received.

Crafting Your Operating Agreement

An Operating Agreement is the guiding document of your Mississippi LLC. It details specifically the ownership and the management structure of your company. When you form an LLC in Mississippi, you will not file your Operating Agreement with any government agency. It is strictly an internal document.

Operating Agreement: LLC Ownership

• Names and addresses of Mississippi LLC members
• Initial ownership percentages of each member
• Initial member contributions (in exchange for ownership percentage)
• Rights and responsibilities of members
• How membership can be bought and sold

Operating Agreement: LLC Management

• Management type: member-managed or manager-managed
• Duties and responsibilities of managers
• Dates, times and locations of annual meetings
• Meeting procedures
• Amendment procedure
• Conflict of interest resolution

This is a basic list and should not be considered complete. Every LLC will need to add to its Operating Agreement as needed.

Opening a Business Bank Account

Once you form an LLC in Mississippi, you can open a bank account for your business. A business account is essential if you intend to process any monetary transactions for your company (running money through your personal account will violate your limited liability protections).

A bank will likely want copies of your Certificate of Formation, Operating Agreement, Federal Tax ID Number (if you have one), and an initial resolution authorizing the opening of the account. You should call the specific bank branch to ask exactly what documents they will need.

Submitting Your Annual Report

After you form an LLC, you will be required to submit an Annual Report each year to the Secretary of State. This must be done online. There is no fee for domestic LLCs. The Annual Report must be submitted by April 15.

Failure to submit an Annual Report will lead to administrative dissolution.

Filing Your Federal Beneficial Ownership Information Report

As a newly-formed LLC, you’ll probably need to submit a Beneficial Ownership Information (BOI) Report to the Financial Crimes Enforcement Network (FinCEN). The BOI report provides the federal government with basic information about your LLC and the people with the most power over your business decisions and profits. Starting January 1, 2024, this report is due following company formation. There’s no cost to file and your information does not go on the public record. This report is a little complicated, but we can make filing painless with our $25 BOI report filing service.

How Do I File a Mississippi Certificate of Formation?

To form a Mississippi LLC, you should file your Certificate of Formation online. The Secretary of State has allowed users to fill out business documents and mail them to the SOS office, but the SOS website states that it will stop accepting paper filings shortly after its new online submission system is complete (they do not, however, give a specific date).

Regardless, it is best to file online, since the processing for domestic LLCs is immediate.

Mississippi LLC: Member-Managed or Manager-Managed

When you start an LLC in Mississippi, you have two options for your management structure. You can choose to have your Mississippi LLC managed by your members, or you can have control of the company vested in a manager (or managers).

There is no inherent advantage to either choice. The question of management comes down mainly to how involved your members wish to be in the operations of the company. A Mississippi LLC with only two members (say husband and wife) would likely be better served by managing the company themselves. An LLC with a dozen members may want to consider designating a single manager, especially if some of the members are simply invovled to offer upfront capital.

In the end, you must determine the needs of your Mississippi LLC and what works best for your company.

What is an LLC Member?

The members of your Mississippi LLC are the owners of your company. When you form an LLC in Mississippi, generally each member makes a contribution to the company. This can be cash, property, other assets, services, or even a promissory note guaranteeing future contributions. Usually, a member is given an ownership percentage in proportion to their contribution.

In regards to promissory notes, they should always be written down. A promise of contributions is only enforceable in Mississippi if there is a written promise signed by the individual making the promise. An LLC may enforce the promise even in the event of the individual promiser’s death or disability.

Am I Required to Have a Federal Tax ID Number for a Mississippi LLC?

If you have employees, yes. If you do not have employees, then probably not.

If you have employees, then you must withhold federal taxes when paying them, and the IRS requires your business to have a Tax ID Number to do so. If you have no employees, you will still need a Tax ID Number if you:

• File an Excise, Alcohol, Tobacco or Firearms tax return
• Have a Keogh plan
• Are involved in a trust, IRA, estate, real estate mortgage investment conduit, or farmers co-op

If you are not involved in any of these and do not have employees, you shouldn’t need one.

What are the Duties of a Mississippi Registered Agent?

A Mississippi registered agent must perform the following duties:

1. Continuously maintain a registered office (a physical street address within the state)
2. Keep regular business hours
3. Accept service of process and official business mail on behalf of clients
4. Contact clients when business mail is accepted
5. Forward documents to clients in a reasonable time frame

Mississippi LLC Compliance

Every year after you form a Mississippi LLC, you will need to submit an Annual Report to the Secretary of State. This is done online. There is no fee for LLCs to file an Annual Report. The deadline is April 15.

Failure to submit an Annual Report can result in your Mississippi LLC being administratively dissolved.