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. 

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.

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. 

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. 

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. 

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. 

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.

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