Form an LLC in Mississippi.

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.