How to File a Mississippi LLC or Corporation Amendment

Exploring the essential reasons for amending your Certificate of Formation or Articles of Incorporation in Mississippi is crucial for maintaining business compliance and adaptability. Dive into this detailed guide to master the amendment process.

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If you own a Mississippi business, you know that things can change significantly over the life cycle of any company. For Mississippi limited liability companies (LLCs) or corporations, this means that you need to update the state when certain information about your business changes through meaning your Certificate of Formation or Articles of Incorporation? In Mississippi, those changes are documented through a Certificate of Amendment. Let’s take a closer look at the amendment process and how we can help.

Amending a Mississippi LLC Certificate of Formation

If you need to make changes to your LLC, we’ll show you how in this section. But if you need to make changes to a corporation, please keep scrolling to the section titled, “Amending a Mississippi Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Certificate of Formation

In Mississippi, the Certificate of Formation is the form that officially creates your LLC. In fact, until this form is filed, your LLC technically doesn’t even exist. this form requests a variety of information about your business, including:

  • Your business name
  • The name and address of your registered agent
  • Any additional provisions you wish to include
  • Information about your members and/or managers

Generally speaking, if you need to amend any of the information you included in your original articles, then you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

You can file your amendment paperwork online. But before you jump into the paperwork step, it’s helpful to gather the information you need to make the changes you want. You can and should make a variety of changes, including:

  • Changing the name of your LLC
  • Updating the name or location of your registered agent
  • Correcting any misinformation previously filed (like a typo or incorrect address)
  • Modifying the names or information about members of your LLC
  • Adding or changing articles
  • Making any other material changes to your Certificate of Formation

Gathering this information now can help streamline the filing process.

Why should I update my Certificate of Formation?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Mississippi, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Mississippi law allows for lawsuits by a person who is harmed by a company’s failure to amend their Certificate of Formation. Remedies include the company being ordered to update their certificate. A judge can also order other remedies.

Failure to file a Certificate of Amendment can also prevent you from obtaining a Mississippi Certificate of Good Standing. A Certificate of Good Standing confirms that your registered business, like an LLC or corporation, is authorized to conduct business in the state. You must also be up to date on all required filings. Different states have different names for a Certificate of Good standing.

Inability to get a Certificate of Good Standing has a number of serious consequences. These can include problems doing any of the following:

  • Raising capital for your business
  • Opening a business bank account or credit card
  • Doing business in another state or country
  • Selling or transferring your business
  • Obtaining or keeping business licenses

As you can see, it’s very important to file proper Mississippi LLC amendments.

Step 3: File your amendment paperwork with the Secretary of State

Now it’s time to file your amendment paperwork. You’ll use the state’s online portal for this change; please keep in mind that the state doesn’t allow for paper filings anymore. Once you’ve logged into the filing portal, you’ll need to fill it in with all the information you gathered in step 2.

At the time of this writing, this filing costs $50 to submit. Once the form is processed, your amendment will go into effect.

Amending a Mississippi Corporation Articles of Incorporation

Need to make changes to a corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Mississippi, corporations file the Articles of Incorporation to create their business. Technically speaking, a corporation doesn’t even exist until this form is filed. This form asks for a variety of information about a business, including:

  • The corporation’s name
  • The name and address of its registered agent
  • The name and address of each incorporator
  • The number of shares the corporation can issue
  • The principal office address for the business

There are also some optional provisions you can include:

  • The names and addresses of the initial directors
  • Business purpose for the corporation
  • How the business will be managed
  • Par values for the authorized shares
  • Other provisions you want to include

Generally speaking, if you need to change any of this information, then you’ll need file amendment paperwork.

Step 2: Identify and gather the information you need to amend

To make changes to your corporation’s formation documents, you’ll need to file Articles of Amendment. But before you dive into the paperwork process, it’s helpful to gather the information you’ll need to file. Within your form, you’ll be asked to provide a variety of information, including:

  • Your current business name
  • The text of each amendment you’re making
  • The date the amendment was approved
  • Description of how the amendment was approved

So you’ll need to gather some information for these changes. For example, if you’re going to be changing how your shares are structured, you’ll need to confirm the old structure and the new one. If you’re going to change your name, you’ll want to check that you have the right spelling and designator on hand for your new name.

Gathering all this information before you start the paperwork can help streamline your filing process.

Step 3: File your paperwork with the Secretary of State

Now it’s time to file your paperwork. Since Mississippi currently only accepts online filings, you’ll need to log into the state portal and select your amendment, filling it in with all the information you gathered in step 2. Then you’ll submit it electronically.

At the time of this writing, there’s a $50 fee for amendment filings. Once your paperwork is processed, your amendment will go into effect.

Mississippi Amendment vs. Restated Certificate of Formation/Articles of Incorporation

Some states, including Mississippi, allow you to restate your Certificate of Formation or Articles of Incorporation instead of amending it. To do so, you’ll need to select an option on the Amendment form to restate your Certificate of Formation or Articles of Incorporation rather than amend it. Restating your certificate isn’t done by a separate form. 

Similarly, Mississippi offers the option to update your registered agent and correct information using the Amendment portal. These were historically done by separate forms. These are now all available under the “Amendment” section of the Secretary of State’s filing system. We can help you navigate this new system and give you peace of mind. Our Mississippi registered agent service and Worry-Free Compliance service with two free annual amendments can take your mind off filings and put it back on your Mississippi business.

Let us help you stay state compliant & grow your Mississippi business!

We can take many compliance tasks for your Mississippi registered business off your plate. From formation, to finding a registered agent, to managing ongoing compliance, we are here for you! We’ve helped many Mississippi business owners like you get away from the paperwork and back to doing what they love.

FAQ

  • Whether you need an attorney is up to you as a business owner. Typically people don’t hire lawyers to assist with Mississippi amendments, as they are not required.

  • Any material business change, like a name change, can be reported in a Certificate of Amendment or the Articles of Incorporation.

  • No. An annual report is a separate filing, although they do contain some of the same information. Annual reports are a separate compliance requirement.

  • The process depends upon how many items need to be updated and whether you have a trusted team like us assisting you.

  • You can expect to receive an email confirmation from the Secretary of State within hours to one business day of filing your paperwork through the online portal.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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