Requirements to form an LLC in Mississippi

Starting an LLC in Mississippi sounds simple, but it demands precision. The Mississippi Limited Liability Company Act requires a unique name with "LLC," a Mississippi-based registered agent, and a Certificate of Formation filed online for $50. This creates your legal shield between personal and business assets, but only if you keep them properly separated.

1. Name requirements

Your name must end with "Limited Liability Company," "LLC," or "L.L.C." to indicate your limited-liability status. If you forget this suffix or add it incorrectly, expect an automatic rejection.

You'll need a name that stands apart from every other business on state records. Changing punctuation or dropping a letter won't make your name "distinguishable." Check the Secretary of State's online database before committing.

Some words are simply forbidden. Terms like "bank," "insurance," or "corporation" can confuse people about your business type, so they'll get rejected unless you show the necessary license or charter. Anything hinting at a government connection or illegal activity gets denied immediately. If you really need a restricted word, perhaps for a licensed insurance agency, attach the relevant state approval with your filing.

2. Registered agent requirements

Mississippi law demands that your entity maintain a registered agent at all times. This agent serves as your legal doorway for lawsuits and state notices. If you skip this information, the Secretary of State will reject your Certificate of Formation. Choose someone unreliable and you risk administrative dissolution and default judgments you never saw coming.

Your agent must satisfy four criteria: 

1. Be a Mississippi resident at least 18 years old or a business authorized in Mississippi.
2. Have a physical street address in the state (no P.O. boxes).
3. Be available during normal business hours.
4. Provide written consent before you list them.

You can be your own agent or name someone you know (a "noncommercial" agent). Professional registered agents already appear in the Secretary of State's database and handle this role for hundreds of clients. They charge annual fees but keep your home address private, scan documents when they arrive, and send reminders that friends often forget. Many owners choose professional services just for privacy.

3. Certificate of Formation requirements

Mississippi renamed "Articles of Organization" to "Certificate of Formation" years ago, but don't let this confuse you. File online through the Secretary of State portal for $50 plus processing fees. You'll need:

• Your compliant company name.
• Complete physical and mailing addresses.
• Registered agent's full contact information.
• Six-digit NAICS code for your business purpose.
• Authorized electronic signature.

Processing takes 1-2 business days, and everything becomes public record, so check details twice before submitting.

4. Operating Agreement requirements

While Mississippi law makes Operating Agreements optional, banks won't open business accounts without one. For single-member LLCs, it proves your company exists separately from you and protects your liability status. Multi-member LLCs need agreements to define ownership percentages, profit distribution, voting rights, and exit procedures.

Skip this document, and default state rules apply, which might not match how you want to govern your LLC.

5. Initial and ongoing compliance requirements

Getting your Certificate of Formation approved just starts the process. You still need to complete several immediate tasks to secure your Mississippi entity:

• Obtain EIN from IRS
• Register tax accounts with the Mississippi Department of Revenue
• Apply for necessary licenses
• Open a dedicated business bank account
• Hold an initial meeting to approve the Operating Agreement and authorize signers

• File your annual report by April 15 (no fee for domestic entities)
• Maintain a current registered agent with a valid Mississippi address

Consequences of non-compliance

Missing the April 15 annual report or losing your registered agent leads to administrative dissolution. Your company can't enforce contracts or appear in courts until reinstated. Additionally, you might miss lawsuit notices completely, leading to default judgments.

Reinstatement requires filing missed reports, paying accumulated fees, and submitting reinstatement applications, typically several business days of processing, while you remain personally responsible for new obligations.

Ensure Mississippi LLC compliance with Discern

Discern tracks your LLC’s compliance obligations across all jurisdictions and handles most filings, including annual reports and foreign registrations, in minutes. Registered agent service comes built-in, so you never worry about a Mississippi street address or consent forms. 

Ready to ease your compliance burden? Try Discern today.