Key Takeaways

  • All Mississippi LLC filings must be completed online through the Secretary of State’s business portal.
  • The Articles of Organization filing fee is $50 for domestic LLCs.
  • LLC names must comply with Mississippi’s naming rules and can be reserved for 180 days for $25.
  • Every LLC must appoint a registered agent with a physical address in Mississippi.
  • Operating agreements, though optional, are highly recommended to outline management and ownership.
  • An EIN is required for business banking and federal tax purposes.
  • Annual reports are due each year by April 15; failure to file may result in dissolution.
  • Mississippi LLCs can choose different tax structures and benefit from flexible management options.

A Secretary of State Mississippi LLC is a limited liability company (LLC) formed in the state of Mississippi that is governed by the secretary of state (SOS).

Advantages of an LLC

The business structure of an LLC, much like a corporation, protects the business owners (called members) from personal liability. 

Unlike a corporation, LLCs enjoy quite a bit of freedom when it comes to the organization of the company:

  • LLCs can decide their own profit distribution percentages.
  • LLCs have fewer requirements for regular meetings and record keeping.
  • LLCs tend to be easier to operate than corporations.
  • LLC members benefit from a pass-through tax structure.

A pass-through business entity is a company that passes its profits and losses through to the business owners. The members of an LLC will report all of the business income on their personal tax returns and the company itself won't be taxed. This avoids the double taxation that corporations are hit with. 

Mississippi LLC Tax Benefits and Flexibility

Mississippi LLCs enjoy significant tax flexibility and simplicity. By default, a Mississippi LLC is treated as a pass-through entity, meaning profits and losses flow through to members’ individual tax returns, avoiding double taxation. However, members can elect corporate taxation if it offers greater benefits for their business model.

Mississippi LLCs are also not subject to a state franchise tax, unlike corporations. While they must pay federal self-employment taxes, the lack of additional state-level business taxes can make this structure particularly cost-efficient for small business owners.

LLCs can also opt to be taxed as an S corporation by filing IRS Form 2553, potentially reducing self-employment tax obligations.

Form an LLC in Mississippi

If a business owner decides to take advantage of the LLC entity structure, they can file with the Mississippi Secretary of State. Forming an LLC is actually quite simple.

When you want to start a Mississippi LLC follow these steps:

  1. Choose a name for the LLC.
  2. Pick a registered agent.
  3. File the articles of organization.
  4. Draft an operating agreement.
  5. Register for an EIN.

Online Filing Process with the Mississippi Secretary of State

All Mississippi LLC formation filings must be submitted electronically through the Mississippi Secretary of State’s online portal. To begin, you must first create an SOS online account, which allows you to:

  • File the Articles of Organization
  • Reserve your LLC name
  • File annual reports
  • Manage registered agent or address changes

The online system provides instant submission and confirmation, with most filings processed within 24 hours. You can download approved documents directly from your SOS account once your Mississippi LLC is officially formed.

Mississippi LLC Filing Requirements

The Mississippi Secretary of State requires that all LLC formation and reporting be completed online through its official filing portal. Key requirements include:

  • Filing Method: All formation documents, including the Articles of Organization and name reservations, must be submitted electronically.
  • Processing Time: Most online filings are processed immediately, though document review for certain filings can take several business days.
  • Fees: Domestic LLCs pay a $50 filing fee. Foreign LLCs registering to do business in Mississippi must also pay the applicable registration fee.
  • Annual Report: Every LLC must file an annual report online by April 15. There is no fee for domestic LLC annual reports, but late filings can result in administrative dissolution.
  • Contact Information: The Secretary of State’s Business Services Division provides phone and email assistance for LLC-related filings.

Mississippi LLC Filing Fees and Processing Times

The filing fee for a domestic Mississippi LLC is $50, payable via the online portal. For foreign LLCs, the registration fee may vary depending on the entity’s home state requirements.

Typical processing times:

  • Online filing: Immediate or within 24 hours
  • Document review or corrections: 3–5 business days

Expedited processing is not currently offered, but the digital system ensures efficient turnaround.

Additionally, any amendments to the Articles of Organization, such as changing the LLC name or members, can be filed online for an additional fee (generally $50 per amendment).

Choose a Name

You'll want to be sure that the name you decide on for your business represents your business type and product well and is easy for potential customers and clients to find. 

The name of your LLC will need to meet the following requirements:

  • Includes the phrase Limited Liability Company or an abbreviated form of it
  • Excludes any words that suggest a license or specialty that the business doesn't actually have, like "doctor" or "bank"
  • Excludes any words that could cause your LLC to be mistaken for a government entity, like "FBI" or "treasury"
  • Is unique and different from any other businesses already registered to conduct business in the state of Mississippi

You can perform a business name search on the SOS website to be sure that the name you want isn't already being used.

If you find that the name you want is available, you can reserve that name for 180 days to make sure no one else takes it during your filing process. Just fill out a name reservation form and pay a $25 fee. 

Name Availability and Reservation in Mississippi

Before filing, you must confirm your desired LLC name is distinguishable from existing entities in the state’s records. This can be done using the Mississippi Secretary of State’s online business search tool. If your preferred name is available, you may reserve it for up to 180 days by submitting an online name reservation application and paying the $25 fee. Once reserved, no other entity may register the same or a confusingly similar name during the reservation period.

Naming Rules and Restricted Words in Mississippi

The Mississippi Secretary of State enforces strict naming guidelines. Your LLC name must include one of the following:

  • “Limited Liability Company”
  • “LLC”
  • “L.L.C.”

Names cannot include restricted terms such as bank, trust, insurance, or engineer unless properly licensed. They must also be distinguishable from all other registered businesses in the state.

If your preferred name is unavailable, consider using a “doing business as” (DBA) or fictitious name, which must also be filed online with the Secretary of State.

Choose a Registered Agent

All LLCs in Mississippi are required to choose a registered agent. 

This person or company will be designated to accept any legal documents on behalf of the LLC, like service of process or annual state filings.

A registered agent has to be an individual who is a resident of the state or a business entity registered with the state with a street address (not a PO box). LLCs can choose to elect a member of the company to act as the registered agent. 

Mississippi Registered Agent Requirements

Every Mississippi LLC must have a registered agent with a physical street address (not a P.O. box) within the state. The agent must be available during normal business hours to accept service of process, tax notices, and legal correspondence.

You can appoint:

  • Yourself or another member of the LLC (if resident in Mississippi)
  • A commercial registered agent service authorized in the state

If you change your agent, the update must be filed promptly through the SOS online portal. Failure to maintain a valid registered agent can result in administrative dissolution of your LLC.

Registered Agent Obligations

Your Mississippi registered agent must maintain a physical street address in the state and be available during normal business hours to accept service of process, legal correspondence, and compliance notices. While you may serve as your own registered agent if you meet the residency and availability requirements, many LLCs opt to hire a professional registered agent service for privacy and reliability.

Articles of Organization

File the articles of organization (or articles of incorporation) for your LLC online or by mail in order to register with the SOS of Mississippi.

Domestic LLCs will pay a filing fee of $50 to be sent with the articles of organization by mail or online. 

LLCs that wish to do business in Mississippi but are based in a different state are called foreign LLCs. 

What to Include in Mississippi Articles of Organization

Your Articles of Organization must include:

  • LLC name and business address
  • Registered agent’s name and address
  • Management structure (member-managed or manager-managed)
  • Names of the organizers
  • Optional effective date

Once filed and approved, your Mississippi LLC is legally recognized. It’s advisable to download and securely store your official formation certificate, as it may be required for business banking, tax registration, and licensing.

Domestic vs. Foreign LLC Registration

  • Domestic LLC: Formed and operating within Mississippi, these entities file Articles of Organization directly with the Secretary of State for a $50 fee.
  • Foreign LLC: Formed in another state but intending to do business in Mississippi. These entities must file an Application for Registration of Foreign LLC and provide a Certificate of Good Standing from their home state.
    Both domestic and foreign LLC filings are made online through the Mississippi SOS business portal.

Operating Agreement

Operating agreements are not required for LLCs by the state of Mississippi, but they are a good idea for any business. 

These are written agreements regarding how the company will function and be managed. They should be signed by all the LLC members and kept in the business's files. 

Drafting a Mississippi LLC Operating Agreement

Although Mississippi law does not require an operating agreement, it’s a critical internal document that defines the LLC’s operational framework. A well-drafted agreement should include:

  • Member ownership percentages and contributions
  • Management structure and voting rights
  • Procedures for adding or removing members
  • Rules for profit/loss allocation and distributions
  • Steps for dissolution or transfer of interest

Having a clear operating agreement helps prevent internal disputes and reinforces the LLC’s limited liability status.

Why an Operating Agreement Matters in Mississippi

While Mississippi law does not mandate an operating agreement, having one:

  • Clarifies ownership percentages and profit distribution.
  • Defines decision-making authority and voting rights.
  • Helps preserve the LLC’s liability protection by demonstrating formal structure.
    Without a written agreement, your LLC will be governed solely by default Mississippi statutes, which may not align with your intended business arrangements.

Obtain an EIN

Multi-member LLCs must file for an Employer Identification Number (EIN) with the IRS even if the business doesn't have employees. 

Single-member LLCs only need EINs if they employ people or if they choose corporation tax status rather than being taxed as a disregarded entity. 

EINs (also known as Federal Tax ID Numbers) are usually required in the following situations:

  • Opening a business bank account
  • Filing business taxes (state and federal)
  • Obtaining certain business licenses

An LLC can get an EIN free of charge by applying on the IRS website or by mailing in a form.

State and Local Business Licenses in Mississippi

After securing your EIN, you may also need specific business licenses or permits depending on your industry and location. Mississippi does not issue a general state business license, but:

  • Sales tax permits are required for businesses selling goods or taxable services (register through the Mississippi Department of Revenue).
  • Professional licenses apply to regulated fields such as health care, accounting, engineering, and law.
  • Local permits may be needed for zoning, signage, or food service, depending on your city or county.

Check both state-level and local requirements to ensure compliance before beginning operations.

Mississippi Annual Reporting Requirements

All Mississippi LLCs must submit an annual report to remain in good standing. The report updates the state on your registered agent, principal office address, and member/manager information.

  • Deadline: April 15 each year.
  • Filing Fee: No fee for domestic LLCs; foreign LLCs may have a fee.
  • Filing Method: Must be filed online through the Secretary of State’s filing system.
    Failure to file can result in administrative dissolution or revocation of your right to do business in the state.

Penalties for Noncompliance and Administrative Dissolution

If a Mississippi LLC fails to file its annual report by April 15, it risks administrative dissolution by the Secretary of State. Once dissolved, the LLC loses its legal standing, and members’ limited liability protections may be jeopardized.

To reinstate a dissolved LLC, you must:

  1. File all past-due annual reports
  2. Submit a reinstatement application through the SOS portal
  3. Pay applicable reinstatement fees

Timely compliance ensures your Mississippi LLC remains in good standing and avoids unnecessary reinstatement costs or disruptions.

Frequently Asked Questions

  1. How long does it take to form a Mississippi LLC?
    Online filings are typically approved within 24 hours, though document review may take several business days.
  2. How much does it cost to form a Mississippi LLC?
    The filing fee is $50 for domestic LLCs. Foreign LLCs must also pay registration fees when expanding to Mississippi.
  3. Can I reserve my Mississippi LLC name before filing?
    Yes, the name can be reserved for 180 days for $25 through the Secretary of State’s online portal.
  4. Does Mississippi require a business license for LLCs?
    There is no statewide general license, but many industries and local jurisdictions require permits or sales tax registration.
  5. What happens if I miss my Mississippi LLC annual report?
    Failure to file by April 15 can result in administrative dissolution. Reinstatement requires submitting past-due reports and applicable fees.

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