What Is a Registered Agent for a Mississippi Corporation?
A registered agent is the person or entity that a Mississippi corporation designates to receive service of process, official notices, and legal demands on the corporation’s behalf. The Mississippi Registered Agents Act, Miss. Code Ann. § 79-35-13 defines a registered agent as “an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity.” The role exists for one purpose: to guarantee that the corporation has a dependable point of contact for legal and government communications at a physical location within Mississippi.
The registered agent does not manage the corporation, hold a corporate office, or act as a general representative for business transactions. Its function is entirely distinct from those of the corporation’s officers, directors, and shareholders. Every Mississippi corporation — domestic for-profit, domestic nonprofit, domestic professional corporation, and foreign corporation authorized to transact business in the state — must name a registered agent and continuously maintain a registered office at a physical street address in the state. The Mississippi Registered Agents Act, Miss. Code Ann. § 79-35-4 mandates that every filing containing an address must state “an actual street address in this state,” and the agent must be reachable for personal service at that address during normal business hours.
The agent’s statutory duties are codified in Miss. Code Ann. § 79-35-14: forward to the corporation any process, notice, or demand served on the agent; deliver any notices the Act itself requires; and keep the agent’s information on file with the Secretary of State current. Those duties — and nothing more — define the scope of the agent’s obligations.
Is a Registered Agent Required for a Mississippi Corporation?
Every corporation formed or registered in Mississippi must designate and continuously maintain a registered agent. The Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-2.02 requires that articles of incorporation set forth “the street address of the corporation’s initial registered office and the name of its initial registered agent at that office.” The Mississippi Registered Agents Act then governs the ongoing obligation to keep that appointment current, requiring every registered agent filing to identify either a commercial registered agent or a noncommercial registered agent under Miss. Code Ann. § 79-35-5. The requirement applies to all corporate types recognized by Mississippi law:
- Domestic for-profit corporations — must designate an agent in the articles of incorporation filed under the Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-2.02
- Domestic nonprofit corporations — must designate an agent in the articles of incorporation filed under the Mississippi Nonprofit Corporation Act, Miss. Code Ann. § 79-11-137
- Domestic professional corporations — must designate an agent in the articles of incorporation filed under the Mississippi Professional Corporation Act, Miss. Code Ann. § 79-10-11, which incorporates the Business Corporation Act’s formation requirements
- Foreign corporations — must designate an agent in the application for a certificate of authority filed under Miss. Code Ann. § 79-4-15.03
“Continuously maintain” means the corporation must have a qualified, consenting registered agent at a compliant registered office at all times — from the date of formation or registration through the date of dissolution, withdrawal, or termination. A corporation that goes without a registered agent for sixty days or more gives the Secretary of State grounds to commence administrative dissolution proceedings under Miss. Code Ann. § 79-4-14.20. For a foreign corporation, the equivalent consequence is revocation of its certificate of authority under Miss. Code Ann. § 79-4-15.30.
Who May Serve as a Registered Agent for a Mississippi Corporation?
Any individual or entity that maintains a physical address in Mississippi may serve as a registered agent for a Mississippi corporation. The Secretary of State’s registered agents page confirms that “any individual, corporation, or LLC may act as registered agent for any Mississippi company provided the agent has a physical address in the state of Mississippi.” Mississippi law divides registered agents into two categories — commercial registered agents and noncommercial registered agents — each governed by the Mississippi Registered Agents Act, Miss. Code Ann. § 79-35-2.
Option A — A Commercial Registered Agent — An individual or a domestic or foreign entity may register as a commercial registered agent by filing a commercial registered agent listing statement with the Secretary of State under Miss. Code Ann. § 79-35-6. A commercial agent is publicly listed on the Secretary of State’s website and, by definition, agrees to act as agent for any entity that selects it from that list. If a commercial agent does not wish to serve a particular entity, it must file a statement of nonacceptance within fourteen days of selection. The listing fee is $100.
Option B — A Noncommercial Registered Agent — A noncommercial registered agent is any individual or domestic or foreign entity that serves as a registered agent but has not filed a commercial listing statement. A corporation seeking to use a noncommercial agent must obtain that agent’s written permission before including the agent’s name in any filing. Noncommercial agents are not listed on the Secretary of State’s website and receive no notification from the state when an entity names them. As the Secretary of State’s page explains, “if a company chooses a noncommercial registered agent without permission, that agent has no obligation to the company and may refuse to perform the duties of registered agent without penalty.”
Both categories of agents must maintain a physical street address in Mississippi. Miss. Code Ann. § 79-35-4 requires all filings under the Act to state an actual street address in the state and, if different, a mailing address in the state.
| Requirement | Permissible | Not Permissible |
| Address type | Physical street address in Mississippi | P.O. Box only |
| Service accessibility | Personal service during normal business hours | Solely a mailbox service |
| Commercial address use | Permitted if the commercial enterprise is the agent | Solely a telephone answering service |
| Location | Anywhere in Mississippi | Outside Mississippi |
Note: An entity cannot serve as its own registered agent. The agent must be a separate individual or organization from the corporation it represents.
How to Designate a Registered Agent on Your Mississippi Certificate of Formation
The registered agent and registered office are designated in the corporation’s articles of incorporation filed with the Mississippi Secretary of State. Under the Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-2.02, the articles must include the street address of the corporation’s initial registered office and the name of its initial registered agent at that office. All business document filings in Mississippi must be submitted through the Secretary of State’s online filing portal. Paper forms are no longer accepted for initial formations.
- Obtain consent from the intended registered agent before submitting the filing. Under Miss. Code Ann. § 79-35-5(b), filing the articles constitutes an affirmation that the corporation has notified the agent of the appointment and that the agent has consented to serve.
- Log in to or create an account on the Secretary of State’s online filing portal.
- Select the appropriate filing type — new domestic formation or foreign registration — and complete the registered agent section by entering the agent’s name and the registered office street address in Mississippi.
- Confirm the registered office address is a physical street address in Mississippi where the agent can receive personal service during business hours.
- Submit the filing electronically and pay the applicable fee by credit card, e-check, or ACH account.
The filing fee depends on the corporation type. All fees are set by statute and paid at the time of filing.
| Corporation Type | Governing Fee Statute | Filing Fee |
| Domestic for-profit corporation | Miss. Code Ann. § 79-4-1.22 | $50 |
| Domestic nonprofit corporation | Miss. Code Ann. § 79-11-109 | $50 |
| Domestic professional corporation | Miss. Code Ann. § 79-4-1.22 | $50 |
| Foreign for-profit corporation (certificate of authority) | Miss. Code Ann. § 79-4-1.22 | $500 |
| Foreign nonprofit corporation (certificate of authority) | Miss. Code Ann. § 79-11-109 | $100 |
Note: Payments made to the Mississippi Secretary of State for business filings are nonrefundable. Some online filings receive immediate approval, while others undergo staff review and are typically processed within twenty-four hours, as described on the Business FAQs page.
Registered Agent Requirements for Professional Corporations in Mississippi
A Mississippi professional corporation is subject to the same registered agent requirements as a standard for-profit corporation. The Mississippi Professional Corporation Act, Miss. Code Ann. § 79-10-1 et seq., provides that the Mississippi Business Corporation Act applies to professional corporations except where the Professional Corporation Act specifically provides otherwise. Because the Professional Corporation Act does not alter the registered agent rules, all eligibility requirements, filing procedures, and fees for designating an agent are identical to those that apply to a standard for-profit corporation.
The distinctions between a professional corporation and a standard for-profit corporation relate exclusively to shareholder eligibility, governance, and the types of services the corporation may render — not to registered agent designation. Under Miss. Code Ann. § 79-10-11, one or more persons may incorporate a professional corporation by filing articles of incorporation that comply with the Business Corporation Act and that additionally identify the professional services the corporation will render. Only individuals licensed in the relevant profession may hold shares, and the corporation’s name must include “professional corporation,” “professional association,” or the abbreviation “P.C.,” “PC,” “P.A.,” or “PA” under Miss. Code Ann. § 79-10-21. A corporation may elect professional corporation status for the purpose of rendering professional services within two or more categories of professional service.
| Requirement | Standard For-Profit Corporation | Professional Corporation |
| Registered agent eligibility | Miss. Code Ann. § 79-35-5 | Miss. Code Ann. § 79-35-5 (identical) |
| Consent required | Yes | Yes |
| Registered office requirements | Physical Mississippi address | Physical Mississippi address (identical) |
| A corporation cannot be its own registered agent | Yes | Yes |
| Governing person eligibility | No professional license required | Must be licensed in the same profession (§ 79-10-11) |
| Formation filing | Online via the SOS portal | Online via the SOS portal (same process as the PC election) |
| Formation filing fee | $50 | $50 |
The Registered Agent’s Role in Corporate Governance and Legal Proceedings
The registered agent occupies a distinct and statutorily defined position within Mississippi’s framework of corporate governance and legal proceedings. Its function is separate from, and should not be confused with, the roles of the corporation’s officers, directors, and shareholders. Understanding the agent’s relationship to service of process, fallback provisions, and governance responsibilities helps clarify why continuous maintenance of a qualified agent matters.
Primary Role — Designated Agent for Service of Process — The registered agent is the corporation’s designated point of contact for all legal process, notices, and demands. Under Miss. Code Ann. § 79-35-13(a), proper service on the registered agent constitutes valid service on the corporation itself. In practical terms, a lawsuit is legally initiated against the corporation when the summons and complaint are delivered to the registered agent, which triggers the corporation’s deadline to respond under the Mississippi Rules of Civil Procedure.
Secondary Agents — Governors by Operation of Law — If the corporation no longer has a registered agent, or if the agent cannot with reasonable diligence be served, the corporation’s governors — its directors and officers — become the entity’s agents for service of process by operation of law. Under Miss. Code Ann. § 79-35-13(b), the governors may be served “pursuant to the provisions of the Mississippi Rules of Civil Procedure,” and their names and addresses may be taken from the corporation’s most recent annual report on file with the Secretary of State.
The Secretary of State as Substitute Agent — If neither the registered agent nor the governors can be served with reasonable diligence, service of process may be made upon the Secretary of State under Miss. Code Ann. § 79-35-13(b). The Secretary of State also becomes the substitute agent for a foreign corporation whose certificate of authority has been revoked under Miss. Code Ann. § 79-4-15.31. When a process is served on the Secretary of State as a substitute, the corporation may not receive timely notice of the legal action, creating a significant risk of a default judgment.
Governance Implications — The board of directors and officers bear responsibility for ensuring that a qualified, consenting registered agent is continuously maintained. Under Miss. Code Ann. § 79-35-8(b), the interest holders or governors of a domestic entity need not approve the filing of a statement of change to update the registered agent — the change may be made at the administrative level — but the entity must ensure timely filing to avoid the consequences of noncompliance.
Registered Agent Information in Corporate Bylaws
Mississippi does not require corporate bylaws to identify the registered agent or registered office. Under the Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-2.06, “the bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.” The statute permits, but does not mandate, the inclusion of registered agent information in the bylaws.
The official designation of the registered agent is made in the articles of incorporation filed with the Secretary of State and is updated by filing a statement of change through the online filing portal. Bylaws are internal governance documents that are not filed with the Secretary of State. Amending the bylaws does not constitute an official change of registered agent — any change with legal effect must be accomplished by filing through the Secretary of State’s online system.
A corporation may choose to reference the registered agent in its bylaws for practical reasons: providing directors and officers with a centralized reference to the corporation’s current agent information, establishing an internal notification procedure when the agent changes, or documenting the process for appointing a replacement agent in the event of a resignation.
What Happens to a Mississippi Corporation Without a Registered Agent?
A Mississippi corporation that fails to maintain a registered agent faces administrative dissolution or revocation of its authority to transact business. Under the Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-14.20, the Secretary of State may commence dissolution proceedings if “the corporation is without a registered agent in this state for sixty (60) days or more” or if “the corporation does not notify the Secretary of State within one hundred twenty (120) days that its registered agent has been changed or that its registered agent has resigned.” The same grounds apply to domestic nonprofit corporations under the Mississippi Nonprofit Corporation Act, Miss. Code Ann. § 79-11-347, and to foreign corporations under Miss. Code Ann. § 79-4-15.30.
When the Secretary of State determines that grounds for dissolution exist, the corporation receives written notice and has sixty days to correct the deficiency. If the deficiency goes uncorrected, the Secretary of State signs a certificate of administrative dissolution and serves a copy on the corporation under Miss. Code Ann. § 79-4-14.21.
| Consequence | Authority |
| Administrative dissolution of a domestic for-profit corporation | Miss. Code Ann. § 79-4-14.20 |
| Administrative dissolution of a domestic nonprofit corporation | Miss. Code Ann. § 79-11-347 |
| Revocation of a foreign corporation’s certificate of authority | Miss. Code Ann. § 79-4-15.30 |
| Governors become agents for service of process by operation of law | Miss. Code Ann. § 79-35-13(b) |
| Secretary of State becomes substitute agent for service of process | Miss. Code Ann. § 79-35-13(b) |
| Corporations may not maintain legal actions in the Mississippi courts | Miss. Code Ann. § 79-4-14.21 |
| Risk of default judgment without the corporation’s knowledge | Miss. Code Ann. § 79-35-13(b)–(e) |
An administrative dissolution does not terminate the authority of the corporation’s registered agent, and it does not impair the validity of any contract, deed, mortgage, security interest, lien, or act of the corporation effected before dissolution. However, an administratively dissolved corporation may not maintain any action, suit, or proceeding in any Mississippi court until it is reinstated.
Reinstatement — A corporation that has been administratively dissolved may apply to the Secretary of State for reinstatement under Miss. Code Ann. § 79-4-14.22. The application requires correction of the deficiency that triggered dissolution, which typically means designating a new registered agent. The reinstatement filing fee is $50 for a domestic business corporation and $50 for a domestic nonprofit corporation. Corporations dissolved due to naming a registered agent without that person’s consent must pay an additional $250 penalty under Miss. Code Ann. § 79-35-19, on top of the standard reinstatement fee. Corporations and certain LLCs seeking reinstatement must also obtain a tax clearance letter from the Mississippi Department of Revenue before the Secretary of State will process the application, as described on the Business FAQs page.
Note: For foreign corporations, the reinstatement fee after revocation of the certificate of authority is $100 under Miss. Code Ann. § 79-4-1.22.
How to Change a Registered Agent for a Mississippi Corporation
A Mississippi corporation changes its registered agent by filing a statement of change through the Secretary of State’s online filing system. Under Miss. Code Ann. § 79-35-8, any represented entity may file a statement of change stating the entity’s name and the new registered agent information. The filing takes effect immediately upon acceptance. According to the Business FAQs, there is no separate form for changing a registered agent — the change is handled as an amendment through the online system.
- Obtain consent from the new registered agent. Under Miss. Code Ann. § 79-35-8©, the filing constitutes an affirmation that the entity has notified the new agent and that the agent has consented to serve.
- Log in to the Secretary of State’s online filing portal at corp.sos.ms.gov.
- Select “File an Amendment on an Existing Business” and enter the corporation’s Mississippi business ID number.
- Update the registered agent information with the new agent’s name and registered office street address.
- Submit the amendment and pay the filing fee.
The filing fee for a change of registered agent under the Mississippi Registered Agents Act is $10 per entity, not to exceed a total of $1,000, under Miss. Code Ann. § 79-35-3. This fee applies uniformly across all corporation types.
| Corporation Type | Change-of-Agent Filing Fee |
| Domestic for-profit corporation | $10 |
| Domestic nonprofit corporation | $10 |
| Domestic professional corporation | $10 |
| Foreign corporation | $10 |
Agent-Initiated Address Change — If a noncommercial registered agent’s address changes, the agent may file a statement of change under Miss. Code Ann. § 79-35-9 for each entity it represents, providing the new address and promptly notifying each entity of the change. For commercial registered agents, Miss. Code Ann. § 79-35-10 permits a single filing that updates the agent’s address across all represented entities simultaneously. If a commercial agent changes its address without filing the required statement, the Secretary of State may cancel the agent’s listing — an action with the same effect as a voluntary termination.
Resignation — A registered agent may resign at any time by filing a statement of resignation under Miss. Code Ann. § 79-35-11. The agent must certify that it sent written notice of the resignation to each represented entity at least thirty days before filing the statement. The resignation takes effect on the earlier of the thirty-first day after filing or the date the entity appoints a new agent. There is no filing fee for a statement of resignation.
| Filing Method | Available |
| Online (Secretary of State portal) | Yes — required for all business filings |
| No longer accepted | |
| In-person | No longer accepted |
Mississippi Corporation Registered Agent Frequently Asked Questions
Can a Mississippi corporation serve as its own registered agent?
No. A Mississippi corporation cannot serve as its own registered agent. The Mississippi Registered Agents Act, Miss. Code Ann. § 79-35-2 defines a registered agent as either a commercial registered agent or a noncommercial registered agent, each of which must be a person separate from the represented entity. The Secretary of State’s registered agents page confirms that “any individual, corporation, or LLC may act as registered agent for any Mississippi company,” but the agent must be a distinct person. The corporation must designate either an individual with a physical Mississippi address or a separate entity — a domestic corporation, domestic LLC, or a foreign entity authorized to do business in the state.
Can a sole incorporator of a corporation serve as its registered agent?
Yes. A sole incorporator may serve as the registered agent, provided the incorporator is an individual with a physical address in Mississippi. Under Miss. Code Ann. § 79-35-5(b), submitting the articles of incorporation that name the agent constitutes an affirmation that the corporation has notified the agent and that the agent has consented to serve. When the sole incorporator doubles as the registered agent, that individual’s Mississippi street address becomes part of the corporation’s public filing record, accessible through the Secretary of State’s online business search.
Does a corporation need a registered agent separate from its officers and directors?
No. Mississippi does not require the registered agent to be someone other than the corporation’s officers or directors. Any officer, director, or employee who has a physical address in Mississippi may serve as the corporation’s registered agent. The only prohibition is that the corporation itself cannot serve as its own agent. Separately, under Miss. Code Ann. § 79-35-13(b), if the registered agent cannot be served, the corporation’s governors — its directors and officers — become agents for service of process by operation of law. This statutory backstop applies regardless of whether a director also happens to serve as the designated registered agent.
Must a registered agent be designated before filing formation documents?
Yes. Under Miss. Code Ann. § 79-4-2.02, the articles of incorporation must include the street address of the corporation’s initial registered office and the name of its initial registered agent at that office. The articles cannot be filed without this information. The designated agent must have already consented to serve before the formation filing is submitted, because the filing constitutes an affirmation of that consent under Miss. Code Ann. § 79-35-5(b).
Is the corporation’s registered agent required to be listed in the corporate bylaws?
No. The Mississippi Business Corporation Act, Miss. Code Ann. § 79-4-2.06 permits bylaws to contain provisions for managing and regulating the corporation’s affairs, but does not require registered agent information to appear in the bylaws. The official designation is made in the articles of incorporation and any subsequent statements of change filed with the Secretary of State. Bylaws are internal governance documents that are not filed with the state, and amending them does not constitute an official change of registered agent.
Can I change my corporation’s registered agent online?
Yes. Mississippi requires all business filings to be submitted through the Secretary of State’s online filing portal at corp.sos.ms.gov. Paper filings are no longer accepted. The change is processed as an amendment, and the filing fee is $10 under Miss. Code Ann. § 79-35-3. The Business FAQs confirm that there is no separate form for a registered agent change — the process is handled through the amendment workflow within the online system.
Do Professional Corporations (PCs) have different registered agent requirements?
No. The Mississippi Professional Corporation Act, Miss. Code Ann. § 79-10-1 et seq. does not impose any separate or additional registered agent requirements. A professional corporation designates its registered agent in the same manner as a standard for-profit corporation, pays the same formation filing fee ($50), and pays the same change-of-agent fee ($10). The distinctions that apply to professional corporations relate to shareholder licensing and the types of services the corporation may render — not to registered agent designation or maintenance.
Can the same individual or service act as registered agent for multiple Mississippi corporations?
Yes. Mississippi law does not limit the number of entities for which a single individual or organization may serve as registered agent. This arrangement is standard among professional registered agent service companies, many of which are listed as commercial registered agents on the Secretary of State’s website. Commercial registered agents benefit from the streamlined change-of-address process under Miss. Code Ann. § 79-35-10, which permits a single filing to update the agent’s address across all represented entities simultaneously.
What happens if my corporation’s registered agent moves out of Mississippi?
If the registered agent moves out of state, the agent no longer maintains a physical address in Mississippi and no longer satisfies the address requirement of Mississippi. Code Ann. § 79-35-4. The corporation must promptly appoint a new, eligible registered agent by filing a statement of change through the Secretary of State’s online portal. If the corporation goes without a Mississippi-based agent for sixty days or more, the Secretary of State may commence administrative dissolution proceedings under Miss. Code Ann. § 79-4-14.20. If the agent relocates to a new address within Mississippi, the agent — rather than the corporation — should file a statement of change under § 79-35-9 (for noncommercial agents) or § 79-35-10 (for commercial agents) to update the registered office address on file.
Is there a different registered agent fee for nonprofit corporations changing their agent?
No. The change-of-agent filing fee is $10 for all entity types under Miss. Code Ann. § 79-35-3. The Mississippi Registered Agents Act applies uniformly to for-profit corporations, nonprofit corporations, professional corporations, and foreign corporations. The fee does not vary by corporation type.