How to Form an LLC in Mississippi

What the Mississippi Certificate of Formation has to contain

Mississippi asks for three items in a Certificate of Formation, and one of the three is optional. Miss. Code Ann. § 79-29-201(1), as amended by House Bill 1162 of 2012, calls for the name of the limited liability company, the information required by § 79-35-5(a), and, if the company is to have a specific date of dissolution, the latest date on which it is to dissolve. Section 79-35-5(a) asks for the name of the commercial registered agent or, if there is none, the name, address and email address of the noncommercial agent, an email field Senate Bill 2204 of 2021 added effective July 1, 2021. No member, manager, officer, organizer or principal office field appears in the statute. The governing act is the Revised Mississippi Limited Liability Company Act, Miss. Code Ann. § 79-29-101 et seq.

Fee, form number and filing methods

The Certificate of Formation is Form F0100 and the fee is $50, set by § 79-29-1203(1)(d) and printed on the Secretary of State's Business Documents Filing Fees schedule. Filings go through the Secretary of State's online portal. The Business FAQ also describes a paper route: "If you do not wish to pay online, forms may be completed online then printed off and mailed with a check." It warns that "paper registrations will take significantly longer to process than online filings," and publishes no number of days for paper.

For filings paid online, the office publishes this: "Some documents which are paid online will be approved and filed immediately." Those needing staff review come back filed, or with an explanation of the issues preventing filing, "within 24 hours of submission."

No expedited-service fee appears anywhere in the Secretary of State's fee schedules. Section 79-29-1203(4)(b) permits rules for expedited filing and "an additional reasonable filing fee" for it, and neither the Business Documents Filing Fees schedule nor the office-wide Services and Fees Schedule revised October 2024 carries such a line.

Name rules

The only permitted words of formation are "limited liability company" and the abbreviations "L.L.C." and "LLC," under § 79-29-109(1)(a).

Section 79-29-109(1)(d) bars a list of words outright: "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," any combination or abbreviation of those, and any words or abbreviations of similar import. House Bill 1105 of 2024 took "partnership" and "limited partnership" off that list effective July 1, 2024. Section 79-29-109(2) directs the Secretary of State to reject any certificate of formation that does not comply with subsection (1).

A name must also be distinguishable on the records of the Secretary of State from any domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability partnership or limited liability company organized or registered in Mississippi and not dissolved, and from any unexpired reserved or registered name, under § 79-29-109(1)(c). Section 79-29-109(3) gives two ways past a conflict: written consent from the other entity together with an undertaking satisfactory to the Secretary of State that it will change its own name, or a certified copy of a final court judgment establishing the applicant's right to the name.

Availability is checked in the Secretary of State's business entity search, which also holds fictitious business names. A reservation is Form F0110 at $25 for 180 days, renewable once on a renewal application filed within 30 days before the initial period expires, under Senate Bill 2511 of 2014.

Registered agent rules

The registered agent rules left the LLC Act entirely. House Bill 1162 of 2012 repealed § 79-29-113, the section that had required an LLC to keep a registered office and agent, effective January 1, 2013, and agents now sit under the Mississippi Registered Agents Act, Miss. Code Ann. § 79-35-1 et seq. Section 79-35-4 sets the address standard: "(1) An actual street address in this state; and (2) A mailing address in this state, if different."

A commercial registered agent is listed with the Secretary of State for $100, and a termination statement costs $50. A noncommercial agent is anyone serving who is not so listed, and noncommercial agents are not published in the Secretary of State's online list.

Naming an agent affirms, under § 79-35-5(b), that the company notified the agent, gave it a forwarding address, and that the agent consented to serve. A person named without consenting is not the registered agent and may file a notice of nonacceptance at no fee, but under § 79-35-14(b) service on that person "shall be deemed to be service on the entity that named the agent, even if the person does not forward the service to the entity."

There is no separate change-of-agent form; the Business FAQ says changes "are handled as an amendment," and Form F0010 is $10 per entity, capped at $1,000 by § 79-35-3(a)(3). Losing the agent is its own ground for administrative dissolution: § 79-29-821(c) and (d) reach a company that is without an agent for 60 days or more, or that fails to notify the Secretary of State within 60 days of a change or resignation. The Mississippi registered agent guide covers the role.

The Annual Report

Section 79-29-215(1) puts an annual report on each domestic LLC and each foreign LLC authorized to transact business in the state. It is Form F0108, it "can be filed any time on or after January 1st of each year" and is "due by April 15th of that year," and all annual reports must be filed online.

Form F0108 for a domestic LLC carries no fee under § 79-29-1203(1)(j). Form F0208 for a foreign LLC is $250 a year, deposited by § 79-29-1203(1)(k) in the Elections Support Fund created in § 23-15-5.

The report carries the ownership information the formation filing does not. Under § 79-29-215(1) as amended by Senate Bill 2204 of 2021 it gives the registered agent's name, email address and street or physical address, the principal office address, the managers' names and business addresses if the company is manager-managed and the name and address of at least one member if it is member-managed, and whether the company has a written operating agreement.

A missed report costs no money and starts a clock instead. No late, penalty or delinquency fee for an LLC annual report appears in either Secretary of State fee schedule or in § 79-29-1203. Section 79-29-821(b) makes it a ground for administrative dissolution when a company "does not deliver its annual report to the Secretary of Sate within sixty (60) days after it is due." Section 79-29-823 then gives the company 60 days after service of written notice to correct the ground, after which the Secretary of State signs a certificate of administrative dissolution.

Reinstatement is Form F0109 at $50, available under § 79-29-825(1) at any time after the effective date of dissolution, with no per-year catch-up fee in § 79-29-1203, and § 79-29-825(3) relates it back to that date. The Business FAQ adds that all corporations and certain LLCs seeking reinstatement need a tax clearance letter from the Mississippi Department of Revenue. A voluntary wind-up is covered in the Mississippi LLC dissolution guide.

Operating agreement

Mississippi treats the operating agreement as required and unwritten at once. Section 79-29-123(1) provides that "an operating agreement must initially be agreed to by all of the members," and § 79-29-123(3)(a) bars varying that requirement. Section 79-29-105(t) then defines the agreement to include one that is "written, oral or implied" and says a company "is not required to execute its operating agreement." Nothing about it is filed with the state. Writing still decides specific subjects: § 79-29-123(7) lists nine of them that are enforceable only if contained in the certificate of formation or a written operating agreement. Section 79-29-123(3)(g) bars eliminating the implied contractual covenant of good faith and fair dealing in any form. Drafting points are in the operating agreement guide.

Trade names

Registering a trade name in Mississippi is voluntary. The Secretary of State's summary of the Fictitious Business Name Registration Act describes "a centralized, statewide system of voluntary registration of fictitious business names" and says registration "is completely voluntary." The filing is Form F0070 at $25, and § 25-93-21(3) charges no separate fee to an entity that files the application along with its annual report. A registration runs five years and is renewable under § 25-93-11 during the year it expires. What it buys is narrow: § 25-93-13 makes registration public notice only, with no presumption of exclusive rights, and § 25-93-7(4) bars the Secretary of State from refusing a fictitious business name for being indistinguishable from one already registered.

Mississippi taxes

Section 79-29-127 ties state classification to federal: domestic and foreign LLCs are classified "in the same manner as they are classified for federal income tax purposes." The Department of Revenue's Form 84-100 instructions require every partnership, LLC or LLP, domestic or foreign, deriving income from property owned in Mississippi or from a business, trade, profession or occupation carried on in the state to file a return, and calendar-year filers "must file no later than March 15th annually." The Department of Revenue's published individual income tax rate for tax year 2026 is 0% on the first $10,000 of taxable income and 4% on the excess, and the rate published for tax year 2027 is 3.75%.

Franchise tax reaches an LLC only through corporate classification: the Department imposes it "on corporations for the privilege of doing business in the State of Mississippi," and an LLC treated as a corporation federally files Mississippi income and franchise tax. The published phase-out sets tax year 2026 at $0.50 per $1,000 of capital in excess of $100,000, tax year 2027 at $0.25 per $1,000, and repeal effective January 1, 2028. The minimum franchise tax is $25.

The regular retail rate of sales tax on tangible personal property is 7%. The Department states that "the law requires that a person have a sales tax permit before beginning or operating a business subject to collecting sales tax," and that a separate permit is required for each business location. Registration runs through the Taxpayer Access Point. The Secretary of State's startup publication adds that a company with employees may need to register for unemployment insurance with the Mississippi Department of Employment Security. The Mississippi LLC tax guide covers filing mechanics.

Licensing

Licensing runs through named boards and agencies rather than through the business filing office. The Secretary of State's startup publication says that "companies engaging in certain types of business may be required to file additional registrations, pass examinations, or provide certifications to other agencies or boards of the state of Mississippi." At the local level, the 2022 Business Welcome Packet states that "each city/town has different procedures for registering businesses, such as licenses and/or permits," and points to the local city or town hall.

EIN

An EIN comes from the IRS rather than from a Mississippi agency, and the Secretary of State's Business FAQ states that a company's FEIN is redacted from the forms that appear on its website. The application steps are in the EIN guide.

Frequently asked questions

How much does it cost to form an LLC in Mississippi?

The Certificate of Formation is Form F0100 and the fee is $50. Miss. Code Ann. § 79-29-1203(1)(d) sets it as "Filing of Certificate of Formation, Fifty Dollars ($50.00)," and the same $50 appears on the Secretary of State's Business Documents Filing Fees schedule.

Does a Mississippi LLC file an annual report?

Yes. The Secretary of State's Annual Reports page states that "all for profit corporations, nonprofit corporations, and limited liability companies operating in Mississippi are required to file an Annual Report," and Miss. Code Ann. § 79-29-215(1) applies the duty to every domestic LLC and every foreign LLC authorized to transact business in the state. It is Form F0108, it can be filed any time on or after January 1 and is due by April 15, and all annual reports must be filed online.

What is the Mississippi LLC annual report fee?

Form F0108, the Annual Report of a domestic Mississippi LLC, is priced at $0 on the Business Documents Filing Fees schedule, and § 79-29-1203(1)(j) reads "Filing of an Annual Report of Domestic Limited Liability Company, (no fee)." A foreign LLC files Form F0208 at $250 a year, which § 79-29-1203(1)(k) deposits in the Elections Support Fund created in § 23-15-5.

What happens if a Mississippi LLC misses the April 15 annual report deadline?

No late, penalty or delinquency fee for an LLC annual report appears in either Secretary of State fee schedule or in § 79-29-1203. Under § 79-29-821(b) the Secretary of State may begin an administrative dissolution proceeding if the company does not deliver its annual report within sixty days after it is due, and § 79-29-823 then gives the company 60 days after service of written notice to correct the ground or show that it does not exist.

Can a Mississippi LLC name contain the word "corporation"?

No. Miss. Code Ann. § 79-29-109(1)(d) bars "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," any combination or abbreviation of those words, and any words or abbreviations of similar import. Section 79-29-109(2) directs that "the Secretary of State shall reject any certificate of formation that does not comply with subsection (1) of this section."

Does Mississippi offer expedited filing for an LLC?

No expedited-service fee appears anywhere in the Secretary of State's fee schedules. Section 79-29-1203(4)(b) permits the Secretary of State to promulgate rules providing for documents to be filed and accepted on an expedited basis and to charge "an additional reasonable filing fee" for it, and neither the Business Documents Filing Fees schedule nor the office-wide Services and Fees Schedule revised October 2024 carries such a line.