How to Start a Mississippi LLC

Mississippi LLC Formation – Basics & Helpful Information

This article is meant to be a general overview of the Mississippi LLC formation process; including information about how to start a Mississippi LLC and other basic issues related to Mississippi LLCs.

Form an LLC in Mississippi

You can use this checklist to help guide you through the process of forming a Mississippi LLC:

Step 1: Decide on a Business Name

The first step in creating an LLC in Mississippi is naming your business. You’ll need to check with the Mississippi Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Mississippi Business Search.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Mississippi Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.

Your LLC name must contain the words “limited liability company” or the abbreviations “L.L.C” or “LLC”. The name of the LLC may contain the name of a member or manager. The name must not contain the words “bank” or “banker”, “trust” or “trust company”, “corporation” or “incorporated”, “partnership” or “limited partnership” or any abbreviations of these words. The name must be distinguishable from other names of business entities already on file with the Mississippi Secretary of State.

Mississippi Fictitious Names

A fictitious name is similar to a “doing business as” (DBA) name. Although a fictitious name is not legally required, it is a wise business practice. Registration of a fictitious name for a fee of $25.00 is in effect for a term of 5 years and is renewable indefinitely. Online registration is not yet available. Mississippi fictitious names are only applicable in Mississippi and are not substitutes for a national trademark filing.

See more info on Mississippi Trade Names →

Step 2: Register your LLC with the State

Mississippi Articles of Organization

Your Mississippi LLC is formed by signing and filing the Certificate of Formation with the Mississippi Secretary of State. You can also e-file the Mississippi Certificate of Formation. To file this document, first log-in to the system with your username and password, then you may file the Certificate of Formation electronically and submit your payment, or print and mail the Certificate of Formation with your check. The Secretary of State staff will view and an email will be sent upon approval or rejection of the filing.

The Certificate of Formation must include at a minimum:

• Name of the Mississippi LLC
• Registered Agent’s Name and Address
• Physical or street address of the place of business of the LLC in Mississippi
• Management Structure of the LLC
• Duration of LLC

Mississippi Registered Agent Information

Mississippi requires that the LLC have a registered agent, which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. The registered agent can be a Mississippi resident or a Mississippi domestic or foreign corporation authorized to transact business in Mississippi. Mississippi law requires that the registered agent have a street address on the records of the Mississippi Secretary of State at all times. The registered agent must consent to the appointment. View a list of Mississippi registered agents.

Read more about Registered Agents →

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

• Limitations on the members liabilities
• The level of consent needed to take various actions (i.e. simple majority required to add new members)
• The percentage of the LLC that each member owns
• How profits and losses are allocated between the members (typically based on ownership percentages)
• Limitations on transferability
• What each member is contributing to the LLC and what happens is such contributions are not made.
• The authority of the members, officers, managers, committees, etc.
• How meetings are conducted

One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.

Step 4: Get an EIN

After you form an LLC in Mississippi, you can get the EIN. There are a few different ways to get an EIN:

1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new Mississippi LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.

Read more about Mississippi Licensing and Permitting →

Registering a Foreign LLC in Mississippi

If you have a non-Mississippi LLC (aka Foreign LLC) and you are doing business in Mississippi, you may need to register the Foreign LLC in Mississippi. Each state has a different definition of “doing business”. In Mississippi, the kinds of activities that would not constitute “doing business” are outlined in the Mississippi Code 1972 Annotated, Section 79.29.1015.

The filing fee for the Application for Registration of Foreign LLC in Mississippi is $250.

See more about registering a foreign LLC in Mississippi →