Form a Mississippi LLC
Thousands of businesses have been right where you are now—deciding to become a limited liability company and deciding to use LegalZoom. We provide a user-friendly service for you to start your LLC online today in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.
When you form your Mississippi LLC with LegalZoom, we prepare and file your articles of organization with the Mississippi Secretary of State. We also conduct a name search for your Mississippi LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Mississippi LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your Mississippi Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability company" or the abbreviation "L.L.C." or "LLC"
May contain the name of a member or manager
May not contain a word or phrase that indicates or implies that it may not be organized or that it is organized for a purpose other than a legal business purpose for which a LLC may be organized under this chapter
Must be distinguishable from the following words: "bank,""banker," "bankers," "banking," "trust company," "insurance," "trust,""corporation," "incorporated," "partnership,""limited partnership," or any combination or abbreviation thereof, or any words or abbreviations of similar import
May not contain the word "corporation", "incorporated", "limited partnership", "limited liability partnership", "limited liability limited partnership", or any abbreviation of these words
Must be distinguishable from any other registered or reserved Mississippi Limited Liability Company or other business entity on record
A LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if either:
The other domestic or foreign entity consents to the use in writing and submits an undertaking to change its name to one that is distinguishable from the applicant's LLC name
The applicant delivers to the Secretary of State a certified copy of a final court judgment establishing the applicant's right to use the name applied for
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Mississippi Limited Liability Company before filing to see which names are available.
Registering a Limited Liability Company Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Mississippi LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Mississippi Secretary of State for filing. State law requires that certain information be included in the articles of organization of your Mississippi LLC formation. This information must include:
The LLC name
The street and mailing address of the registered office
The name and the street and mailing address of the registered agent
The period of the LLC's duration, if the LLC is to have a specific date of dissolution and the date of dissolution
A statement as to whether the company will be member or manager managed.
Any other matters the managers or members determine to include therein
Filing: Your LLC is considered organized once the original executed articles of organization are delivered to the Mississippi Secretary of State by one or more persons. The document must be executed by:(1) an organizer if the LLC has not been formed or has no initial members, (2) a manager or (3) by a fiduciary if the LLC is in the hand of a receiver, trustee or other court-appointed fiduciary.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a Mississippi LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: A limited liability company must have one or more members
Eligibility Requirements: A natural person
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at formation and, after formation, upon compliance with the certificate of formation or the limited liability company agreement or, if the certificate of formation or the limited liability company agreement does not so provide, upon the written consent of all members.
Resignation of Membership: A member always has the power, though not necessarily the right, to terminate the member's membership by resigning or retiring at any time. Certain prohibitions exist surrounding the right of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement or articles of organization.
Contribution: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.
Registered Agent In Mississippi
LegalZoom can also provide your business with a Registered Agent in Mississippi. Every LLC is required to maintain a registered office and registered agent in Mississippi, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Mississippi may be an individual resident of this state, a domestic corporation, nonprofit corporation or LLC or a foreign corporation, nonprofit corporation or LLC authorized to transact business in this state. In each case, the business office must be identical with the registered office.
Registered Office: The registered office may be, but does not need to be, the LLC's place of business. However, the registered agent must operate a business office from the location of the registered office.
Mississippi Secretary of State
Once a Mississippi LLC has been created, the Mississippi Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Mississippi Secretary of State office.
Annual Report: Each limited liability company shall file with the Mississippi Secretary of State, a report that lists:
The LLC 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 in this State
A statement of any change of the registered office or registered agent, or both.
The address and telephone number of its 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 its business
If the information contained in the most recently filed annual report has not changed, a certification to that effect may be made instead of setting forth the information required in the annual report.
Records: Each limited liability company shall keep following records open to inspection at its office:
A current list of the full name and last known street address of each member and manager
A copy of the certificate of formation and all certificates of amendment and restatement thereof, together with executed copies of any powers of attorney pursuant to which any certificate has been executed
Copies of any then effective LLC operating agreement
A writing setting out, unless contained in the articles or operating agreement:
o The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute
o The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made
o Any events upon the happening of which the LLC is to be dissolved and its affairs wound up
Acts Triggering Dissolution: A LLC is dissolved upon the happening of any one of the following events:
At the time specified in the certificate of formation
Upon the occurrence of the event specified in the articles or operating agreement
Upon the consent of all members, or such lesser number as provided in the articles or operating agreement
Upon the dissociation of a member, if a majority of the remaining members, or such other number as provided in the articles or operating agreement, consent to do so
Upon the entry of a decree for dissolution
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for Mississippi is variable, depending on Mississippi taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Mississippi Secretary of State along with the correct filing fee. When appropriate, a check payable to the State of Mississippi must accompany the document, covering all fees for the Secretary of State.