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Form an LLC in Mississippi.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s name must be distinguishable from any other Mississippi business entity name reserved or registered with the Mississippi Secretary of State.

Your new LLC’s name must include (at the end) one of the following: “Limited Liability Company,” “LLC,” or “L.L.C.” It may include the name of a member or managers, but it may not contain any word or phrase that states or implies that it is organized for a purpose that is not a legal business purpose.

The new LLC’s name also may not contain any of the following words, their abbreviations, any combination thereof, or any words or abbreviations of similar meaning:

  • Corporation
  • Incorporated
  • Partnership
  • Limited partnership
  • Limited liability partnership
  • Bank
  • Banker(s)
  • Banking
  • Trust
  • Trust company
  • Insurance

You can reserve an available LLC name for up to 180 days for a $25 fee before you actually file for organization with the Mississippi Secretary of State.

Articles of Organization

The formation of a Mississippi LLC means that you have to file a certificate of formation (along with the $50 filing fee) with the Corporations Division of the Mississippi Secretary of State.

The new LLC’s certificate of formation must include:

  • The LLC’s name
  • The LLC’s registered office street and mailing address
  • The registered agent’s name and street and mailing addresses
  • The period of the LLC’s duration and, if not perpetual, the date of dissolution
  • Whether the company will be member- or manager-managed

Your new LLC is officially deemed “organized” after the LLC’s certificate of formation and one copy are delivered to the Mississippi Secretary of State’s office (Corporations Division) with the filing fee, and that office then verifies that the certificate is in compliance with state law. The certificate must be executed (signed) by: an organizer if the LLC has not yet been formed or has no initial members: a manager, or by a fiduciary if the LLC is in the hands of a receiver, trustee, or other court-appointed fiduciary.

A certificate of organization will be issued by the Secretary of State and delivered, along with the conformed copy, to the LLC’s designated representative. The original certificate of formation will be filed by the state along with the month, day, and year of filing.

Registered Agent and Office

All Mississippi LLCs must have designated a registered agent in the state-someone to receive official state correspondence, both legal and administrative. An LLC registered agent may be an individual who resides in Mississippi or a corporation (whether originally formed in Mississippi or not) authorized to conduct business in the state. Regardless, the registered agent’s business office must be the same as the corporation’s registered office.

The registered office may be a place of business for the LLC, but a post office box or mail drop is not allowed to be used as the agent’s address.

Operating Agreement

The LLC’s second most important document is its operating agreement. Having an operating agreement is not legally required by the state, but it’s a very important internal document that sets forth how the LLC will run. The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Frequently, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to change or repeal the operating agreement or a provision thereof. If there is more than one member, the operating agreement must initially be unanimously approved in writing.

Membership in the LLC

An LLC must have at least one member; all members must be natural persons. Members may acquire an interest in the LLC directly at formation and, after formation, in accordance with the certificate of formation or the operating agreement (or, if the certificate of formation or the operating agreement does not specify, upon the written consent of all members).

The contributions of a member to the LLC may consist of cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

A member always has the power-although not necessarily the right-to terminate his membership by resigning or retiring at any time. An LLC member may not resign except in accordance with the operating agreement or certificate of formation.

Unless otherwise stated in the certificate of formation or operating agreement, managers are elected or removed-and manager vacancies are filled-by members, using normal membership voting rules.

Ongoing Requirements

Mississippi LLCs must file a yearly report with the state Secretary of State that includes:

  • The LLC’s name and the state or country under the laws of which it is organized
  • The street address (and the mailing address if different) and county of the registered office
  • The name of its registered agent at that office
  • The address and telephone number of the LLC’s principal office
  • The names and business addresses of its managers or, if the LLC had no members, its organizers
  • A brief description of the nature of the LLC’s business

They also must keep available the following types of records open to inspection at their office:

  • The name and street address of each member and manager
  • A copy of the certificate of formation and any amendments and related powers of attorney
  • Copies of previous operating agreements
  • The amount of cash and a statement of the agreed-upon value of other contributions made or to be made by each member
  • The times or events that would trigger any additional contributions by a member
  • Any events that would trigger the LLC’s dissolution

It’s also a good idea to keep copies of the minutes of the various proceedings and committees meetings of the owners or members.

Dissolution

A Mississippi LLC is dissolved when any one of the following events occurs:

  • At a time set out in the certificate of formation
  • On the occurrence of event(s) specified in the certificate of formation or operating agreement
  • Agreement to dissolve by the number or percentage of members specified in the operating agreement
  • Event that makes it illegal for the LLC to continue
  • When a member leaves the LLC, if a majority of the remaining members agree to dissolve
  • Judicial decree ordering dissolution

Taxes

An LLC by its nature does offer some tax advantages over a corporation organizational structure, including access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning LLC owners report business profits and losses on their individual tax returns.

The tax rate for Mississippi LLCs varies, based on the amount of Mississippi taxable net income per reporting period.

Learn more about forming an LLC in Mississippi

Filing Time & Price

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silver

$49

+ $50 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $50 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Mississippi LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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