If you're managing a real estate portfolio in Mississippi, you know the drill: dozens of property LLCs, each with its own compliance calendar, each with an April 15 deadline that can torpedo a closing if you miss it. One forgotten annual report, one lapsed registered agent, and suddenly you're scrambling to explain to a title company why your entity shows "not in good standing" three days before closing.
You're tracking different deadlines for annual reports, franchise tax filings, registered agent requirements, and foreign registrations across every entity. It's overwhelming. One missed notice, one lapsed registered agent, one overlooked filing can ripple through your entire operation. When your property LLCs fall out of good standing because of missed annual reports or lapsed registered agents, the consequences hit your transactions directly. Title companies verify entity status before closing, lenders require certificates of good standing for refinancing, and administrative dissolution can prevent your entities from maintaining lawsuits in Mississippi courts.
This guide addresses the entity-level compliance requirements for your Mississippi real estate businesses, from formation through ongoing annual obligations.
Mississippi LLCs are the most common structure for real estate investors due to their liability protection combined with pass-through taxation and flexible management options. LLCs can be structured as member-managed (where all members participate in management decisions) or manager-managed (where designated managers handle operations while other members remain passive investors). Operating agreements (which establish ownership percentages, profit distributions, and management authority) are not filed with the state and remain private. Governed by Mississippi Code Title 79, Chapter 29 (Mississippi Revised Limited Liability Company Act), LLCs require no publication of formation and offer the flexibility real estate investors need for property-specific entities or multi-property holding structures.
Mississippi corporations offer formal structure for larger real estate operations requiring institutional funding or complex ownership arrangements. Corporations must maintain boards of directors, officers, corporate bylaws, regular shareholder meetings, and detailed corporate records. Governed by Mississippi Code Title 79, Chapter 4 (Mississippi Business Corporation Act), corporations face more administrative requirements than LLCs and create double taxation on profits (corporate level and shareholder level) unless you make an S-corporation election. For real estate businesses, corporations work best when seeking venture capital, planning eventual public offerings, or requiring the formality that institutional lenders prefer.
Mississippi does NOT authorize Series LLCs. If you need asset segregation for your real estate portfolios (protecting each property from liabilities associated with other properties), you must use multiple separate LLCs or traditional holding structures. While Series LLCs would allow a single entity to create separate "series" with independent assets and liabilities, Mississippi law provides no such option. Real estate investors requiring liability segregation should form individual LLCs for each property or property group, which remains economically viable given Mississippi's elimination of annual report fees effective July 1, 2024.
Out-of-state LLCs owning Mississippi property may need to register as foreign entities, but Mississippi law provides important exemptions for passive real estate investors. Under Miss. Code § 79-29-1015, passive property ownership does NOT trigger foreign registration requirements. However, active property management for compensation, real estate brokerage activities, or systematic development operations do require registration. When registration is needed, you must file a Certificate of Authority with a $250 filing fee, maintain a registered agent with a physical Mississippi address, and file annual reports. See the FAQ section below for detailed analysis of what activities trigger the registration requirement.
Mississippi has streamlined its formation process to require online filing for all new entity formations.
Mississippi requires all LLCs, corporations, and other registered entities to maintain specific compliance obligations with the Secretary of State, regardless of business activity. Mississippi does not authorize Series LLCs; if you need asset segregation for your real estate investments, you must use multiple separate LLCs or other traditional structures.
Filing Details:
Mississippi does not impose monetary penalties for late annual reports. Instead, if you fail to file by April 15, you face administrative dissolution. There is no grace period or extension available. The Secretary of State sends a 60-day notice, giving you 60 days to cure the deficiency. If you fail to file within that cure period, you'll receive a Certificate of Dissolution.
Mississippi imposes a capital-based franchise tax on LLCs and corporations at $0.50 per $1,000 of capital exceeding $100,000 for tax year 2026. This tax is phasing out under Senate Bill 2858 from the 2016 Legislative Session, with the rate decreasing to $0.25 per $1,000 in 2027 and being completely eliminated by January 1, 2028.
Calculation Method:
The franchise tax is calculated based on total capital (capital stock plus paid-in capital plus surplus plus retained earnings plus shareholder/affiliate loans minus treasury stock), apportioned to Mississippi, minus the $100,000 exemption, assessed at $0.50 per $1,000 of capital exceeding $100,000.
Filing Deadlines:
Minimum Tax: $25 when tax is owed Penalty Structure: 5% per month on unpaid amounts (minimum $100 penalty, maximum 25% cap on penalties)
Mississippi does not provide specific exemptions for passive real estate holding companies. The franchise tax applies to all entities based on capital, with only a general $100,000 capital exemption threshold. Entities with $100,000 or less in taxable capital pay no franchise tax due to this threshold, which applies equally to all business types, including single-property LLCs.
Every Mississippi LLC must maintain a registered agent with a physical street address in the state. P.O. boxes are expressly prohibited. Your registered agent receives service of process, tax notices, and official state correspondence on behalf of your entity, and must be available at the physical address during normal business hours. The registered agent's business office must be identical to the LLC's registered office address.
Mississippi uses the term "registered agent" under the Mississippi Registered Agents Act (Title 79, Chapter 35).
Eligibility and Requirements:
For real estate businesses managing multiple property LLCs, maintaining separate registered agents for each entity creates administrative complexity. Professional registered agent services provide a single stable address and centralized document management across all entities, ensuring state notices are received promptly.
You can change your registered agent by filing online through the Secretary of State portal or submitting Form 11 F0010 by mail. The filing fee is $10.
Registered agents may resign by providing written notice to the entity. You must designate a replacement within 60 days of the resignation to avoid administrative revocation or dissolution proceedings.
Operating without a registered agent for 60 days triggers administrative proceedings. The Secretary of State serves written notice to your entity, providing a 60-day cure period to correct the deficiency or demonstrate it does not exist. If you fail to cure, the Secretary of State starts administrative dissolution (domestic entities) or revocation of certificate of authority (foreign entities).
After administrative dissolution or revocation, you'll need to complete reinstatement by:
If you're managing a real estate portfolio with multiple property LLCs, professional registered agent services offer several critical advantages:
Address stability: Using a property address as the registered office creates complications when you sell properties. Professional registered agents maintain a consistent physical Mississippi street address regardless of portfolio changes.
Centralized document management: Professional services provide organized document systems and notice forwarding procedures to prevent you from missing critical deadlines when mail goes to vacant properties or changes hands during transactions.
Multi-entity efficiency: A single registered agent service can serve dozens or hundreds of your property LLCs, providing one point of contact rather than managing separate arrangements for each entity.
Compliance monitoring: Professional services track filing deadlines and alert you to upcoming obligations across all your holdings, reducing the risk of missed annual reports.
Managing multiple property LLCs creates exponential complexity. Each entity requires separate annual reports by April 15, individual registered agent arrangements, and separate good standing certificates for every refinancing. When you're managing institutional-level portfolios with general partner entities, management companies, and holding company tiers, the compliance burden multiplies. Automated compliance tracking systems consolidate deadlines across entities and jurisdictions into a single dashboard.
Registered agent lapses:
When registered agents resign or move without your knowledge, your entities may continue operating without valid service of process capability. You don't discover the problem until a title company flags it before closing or the Secretary of State begins administrative dissolution proceedings. Mississippi requires you to maintain registered agents continuously; operating without one for 60 days triggers administrative action. You must designate a replacement and file immediately.
Missed renewal deadlines:
April 15 arrives and you suddenly realize an entity hasn't filed its annual report. One forgotten calendar reminder and an entity falls through the cracks. Automated monitoring systems can track deadlines and send alerts at 60 days, 30 days, and one week before filings are due, giving you multiple chances to file before crisis mode.
Address mismatches:
Property LLCs often list property addresses that change after sales, causing Secretary of State notices to go to old addresses. You never receive them. Sixty days later, you discover your LLC has been administratively dissolved when a lender pulls your certificate of good standing for an unrelated refinancing. You can file registered office changes for a $10 fee through the Secretary of State's online portal, but only if you remember to do it before the property changes hands.
Does Mississippi require annual reports for real estate LLCs?
Yes, Mississippi requires all LLCs to file annual reports with the Secretary of State by April 15 each year. As of July 1, 2024, the filing fee was eliminated through House Bill 1408. The annual report is now free to file but remains mandatory. If you fail to file by April 15, you face administrative dissolution (not monetary penalties). You must complete the filing online through the Mississippi Business Services Portal and disclose member/manager names and addresses, which become publicly searchable.
Do I need to register my Delaware LLC as a foreign entity if I buy Mississippi property?
Not necessarily. Mississippi law exempts passive property ownership from the foreign registration requirement under Miss. Code § 79-29-1015. If your Delaware LLC acquires a Mississippi property as a passive investment and does not conduct active business operations (like property management for compensation, brokerage activities, or systematic development), foreign registration is not required. However, if your LLC engages in active property management, operates multiple rental properties with systematic advertising, or conducts real estate brokerage activities, registration becomes mandatory.
What are the total costs for maintaining a Mississippi property LLC annually?
For most single-property LLCs, annual costs are remarkably low:
If you've structured your typical single-property LLCs with minimal capital (under $100,000), you have effectively no recurring compliance costs beyond optional registered agent fees. The franchise tax is phasing out entirely by January 1, 2028.
What happens if my Mississippi property LLC loses good standing?
If your LLC fails to file its annual report by April 15, it may face administrative dissolution. The Secretary of State sends a 60-day notice, giving you time to cure the deficiency. If you don't cure the deficiency within 60 days, the Secretary of State issues a Certificate of Dissolution.
Consequences include inability to maintain lawsuits in Mississippi courts, loss of legal authority to transact business, and title and financing complications for property transactions. You can reinstate your entity by filing online through the Secretary of State portal, paying a $50 reinstatement fee, obtaining a tax clearance letter from the Mississippi Department of Revenue, and filing all overdue annual reports.
Managing compliance across dozens of property LLCs, SPVs, and holding companies creates administrative burden that pulls focus from deal-making and property operations. Tracking different deadlines across multiple states, coordinating registered agents for each entity, and ensuring nothing falls through the cracks consumes significant time and creates ongoing compliance risk.
Discern provides comprehensive registered agent services and compliance tracking designed for real estate businesses operating in multiple jurisdictions. Our platform centralizes compliance management, monitors filing deadlines, and provides automated alerts so you never miss a critical deadline. Book a demo today to see how Discern can streamline your real estate entity compliance across all states where you operate.
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