How to Create an LLC in Mississippi

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How to Form an LLC in Mississippi:
5 Simple Steps to Get Started
According to the IRS, each state may use different regulations around forming an LLC, and you should check with your state if you’re interested in starting a Limited Liability Company. To simplify the process of forming an LLC in the state of Mississippi, we’ve put together a step-by-step guide to detail each step of the process and answer any questions you may have.

Step 1
Name Your Mississippi LLC

Your first consideration when choosing a name for your LLC is that it be unique from any other business in the state of Mississippi. You can quickly and easily do a name check on the Mississippi Secretary of State website business name database to verify the business name you want is available. For a $25 fee, you can register with the Mississippi state online filing system and file an Application for Name Reservation. This will allow you to reserve a business name for 180 days.

In order to comply with Mississippi state law, your company’s name must end the term “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” You can also choose to use a member or manager’s name in the LLC name, but no words or phrases suggesting that the business is organized for an illegal purpose. You must also avoid these words, or their abbreviations, in your LLC’s name: “Corporation,” “Incorporated,” “Partnership,” “Limited Partnership,” “Limited Liability Partnership,” “Bank,” “Banker(s),” “Banking,” “Trust,” “Trust Company,” or “Insurance.”

Step 2
Appoint a Registered Agent in Mississippi

The state of Mississippi requires that any LLC have a registered agent for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued. This entity does not have to be an individual person. The registered agent can be any resident of the state of Mississippi or a business entity authorized to do business in Mississippi so long as the agent has a physical street address within the state.

Step 3
File Mississippi Certificate of Formation
To officially create your LLC in the state of Mississippi, you’ll need to complete the Certificate of Formation paperwork and file it with the Mississippi Secretary of State. For a $50 fee, this can be done either online using the online filing system or by mail by registering in the online filing system, printing a copy of the forms, and mailing them with a check. To complete this form you will need to know the following:
  1. The final name and address of your LLC
  2. The name and address of the company’s registered agent
  3. Whether the LLC will be member-managed or manager-managed
  4. Mississippi requires something called a North American Industry Classification System (NAICS) code. It’s a 6-digit code given to a business based on the type of trade it engages in. To find out what the NAICS code is for your LLC, do a keyword search at this website.
  5. The duration of the LLC

Step 4
Create an Operating Agreement

You may want to consider preparing an operating agreement to outline the ownership and operating procedures for your LLC.

Though not required by the state, an operating agreement will set the guidelines for running your company. This does not need to be filed with the state, but it can go a long way toward ensuring your company’s success.

Step 5
Apply for an EIN and Review Tax Requirements

An IRS Employer Identification Number (EIN) is required of your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.

It’s possible your company will need to register with the Mississippi Department of Revenue (DOR). Whether or not your company needs to follow this step will depend on the exact types of taxes it will be collecting and/or has been collecting from the state as well as whether you have employees. You can register on the Taxpayer Access Point (TAP).

If your LLC will be selling a physical product, you’ll need to register for a sellers permit through the Mississippi Department of Revenue website. This will allow you to collect sales tax on taxable sales. Additionally, if you have employees, you’ll need to register for Unemployment Insurance Tax through the Mississippi Department of Employment Security and also register for Employee Withholding Tax through the Mississippi Department of Revenue.

Mississippi does have a corporate franchise tax, so keep that in mind if you decide to have your LLC taxed as a C or S corporation. The tax is $2.50 per $1,000 of either capital employed or assessed property value in Mississippi, whichever is greater. The minimum corporate franchise tax is $25.

Other Considerations
Foreign LLCs and Business Licenses
Foreign LLCs

If your company is a foreign LLC, also referred to as an out-of-state LLC, wanting to do business in the state of Mississippi, you’ll need to follow all the steps outlined above with a few minor differences.

You will need to file an Application for Registration of Limited Liability Company with the Mississippi Secretary of State as well as an Application for Appointment of Registered Agent of a Foreign LLC with a separate $25 fee. To access both forms, create an account with the Secretary of State's online filing system. You’ll also need to supply a Certificate of Good Standing (also referred to as a Certificate of Existence) from your LLC’s domestic or home state dated no more than 6 months prior to filing.

The filing fee is $250.

Business Licenses

Some industries will require you to secure federal, state, and local licenses to legally operate in the state of Mississippi.

You can get federal licenses and perform a Mississippi license and permit search to find the right licenses for your business.

Because business licenses and permits are issued at all levels of government—federal, state, and local—and for such a multitude of reasons (e.g., health, building, signage, etc.), there isn’t one central location where you can check to see if your business has everything it needs to be compliant.

Do some careful research to find out what licenses and permits you need or hire a professional service to do it for you.

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