What Is an LLC in Mississippi?
A limited liability company is a business entity formed under the Revised Mississippi Limited Liability Company Act (Miss. Code Ann. § 79-29-101 et seq.) that shields its owners (members) from personal liability for the company’s debts while preserving flexible management and favorable federal tax treatment. Members risk only what they have invested in the company, not their personal assets.
Mississippi LLCs may be structured as member-managed, where every member participates in running the business, or manager-managed, where one or more designated managers who may or may not be members handle daily operations. For federal tax purposes, a single-member LLC is treated as a disregarded entity, and a multi-member LLC is taxed as a partnership by default. However, either may elect corporate taxation by filing IRS Form 8832. An operating agreement allows the members to customize governance, profit-sharing, and transfer rules, overriding many statutory defaults.
Mississippi does not impose a separate entity-level income tax or franchise tax on LLCs taxed as pass-through entities. The state does, however, require every LLC to file a free annual report with the Secretary of State, and members receiving Mississippi-source income are subject to the state’s individual income tax.
Mississippi LLC Name Search
Every LLC name must be distinguishable on the records of the Secretary of State from every other entity name already on file and must include one of the approved designators: “Limited Liability Company,” “L.L.C.,” or “LLC.” A name may include a member’s or manager’s name, but it cannot contain “corporation,” “incorporated,” “corp.,” or “inc.” Words implying a purpose outside the scope of the LLC’s certificate of formation or suggesting the company is a government agency — are also prohibited under Miss. Code Ann. § 79-29-109.
Before filing, organizers should search existing entity names through the Secretary of State’s Business Search portal. A clear search result reduces the risk of rejection but does not guarantee acceptance—the Secretary of State makes the final determination when reviewing the certificate of formation.
Name Reservation: An organizer who wants to hold a name before filing may submit Form F0110, Application for Name Reservation, and pay a $25 fee. The reservation is valid for 180 days and may be transferred to another person by filing Form F0111 for an additional $25. Name reservations can be filed through the Secretary of State’s online filing system.
Choosing an LLC Registered Agent in Mississippi
Every LLC organized in Mississippi must continuously maintain a registered agent and registered office in the state. The registered agent’s role is to accept service of process, legal notices, and official correspondence on the LLC’s behalf at a physical street address during normal business hours.
Mississippi’s registered agent framework is governed by the Mississippi Registered Agents Act (Miss. Code Ann. § 79-35-3 et seq.), which applies uniformly to all business entities. An agent may be either:
- Individual agent: Any individual with a physical street address in Mississippi.
- Entity agent: Any domestic or foreign corporation, LLC, or other entity authorized to do business in Mississippi, provided it maintains a physical Mississippi address.
- Commercial registered agent: An individual or entity that files a Commercial Registered Agent Listing Statement with the Secretary of State (fee: $100), consenting to accept appointment from any entity that selects it from the state’s published list.
Under Miss. Code Ann. § 79-35-5, a registered agent filing must identify either a commercial registered agent by name or a noncommercial agent by name and physical street address. A noncommercial agent must permit being listed—the Secretary of State does not notify noncommercial agents of their selection, and an agent named without consent has “no obligation to the company and may refuse to perform the duties of registered agent without penalty.” The registered office address must be a physical location where process can be personally delivered; P.O. Boxes are not accepted.
Note: Failure to maintain a registered agent can lead to administrative dissolution of the LLC and may prevent it from maintaining lawsuits in Mississippi courts.
LLC Filing Requirements in Mississippi
An LLC is formed in Mississippi by delivering a signed certificate of formation to the Office of the Secretary of State. The formation document is filed using Form F0100 — MS LLC Certificate of Formation, and the filing fee is $50. The certificate of formation must set forth:
- The LLC’s name, including an approved designator
- The information required by Miss. Code Ann. § 79-35-5 the name and address of the registered agent and the street address of the registered office
- Any other matters the organizers elect to include
Mississippi’s statutory requirements for the certificate of formation are intentionally minimal under Miss. Code Ann. § 79-29-201. The certificate need not state the LLC’s purpose, its management structure, or its members’ names. Those details are left to the operating agreement. An organizer may include optional provisions, such as whether the LLC is member-managed or manager-managed, or whether its duration is perpetual or for a specified term, but the statute does not mandate them.
- Online: All business filings in Mississippi must be submitted through the Secretary of State’s online filing portal. Organizers must create an account with a username and password before filing. Payments may be made by credit card (American Express, Visa, MasterCard, Discover), e-check, or ACH account. Documents paid online may be approved and filed immediately, with a copy of the file-stamped certificate and payment invoice returned by email.
- By Mail: An organizer may complete the form online, print it, and mail it with a check to: Mississippi Secretary of State, P.O. Box 136, Jackson, MS 39205-0136. Paper submissions take significantly longer to process than online filings.
- In Person: The physical office is located at 660 North Street, Jackson, MS 39201. The customer service number is 601-359-1633.
The LLC’s existence begins upon the Secretary of State’s acceptance of the certificate. Some online filings are approved immediately; others are reviewed by staff and typically returned as filed or with a correction request within 24 hours.
Annual Report: Every Mississippi LLC must file an annual report with the Secretary of State on or after January 1 and no later than April 15 of each year. The filing fee for domestic LLC annual reports is $0, and reports must be filed online through the annual reports portal. Failure to file may result in administrative dissolution.
Note: Whenever a document is filed for a company, the Secretary of State automatically sends email notifications to the company’s email and any other emails on file as a safeguard against unauthorized filings.
How Much Does it Cost to Create an LLC in Mississippi?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Certificate of Formation (Form F0100) | Mandatory | $50 | At formation | MS SOS Fee Schedule |
| Name Reservation (Form F0110) | Optional | $25 | Before formation, valid for 180 days | MS SOS Fee Schedule |
| Transfer of Name Reservation (Form F0111) | Optional | $25 | When transferring a reserved name | MS SOS Fee Schedule |
| Annual Report (Form F0108) | Mandatory (annually) | $0 | Due by April 15 each year | MS SOS Annual Reports |
| Registered Agent/Office Change (Form F0010) | Optional | $10 | When changing the registered agent or office | MS SOS Fee Schedule |
| Certificate of Amendment (Form F0101) | Optional | $50 | When amending the certificate of formation | MS SOS Fee Schedule |
| Certificate of Dissolution (Form F0103) | Optional | $50 | When dissolving the LLC | MS SOS Fee Schedule |
| Reinstatement (Form F0109) | Optional | $50 | After administrative dissolution | MS SOS Fee Schedule |
| Fictitious Business Name (Form F0070) | Optional | $25 | If operating under a trade name | MS SOS Fee Schedule |
| Certified Copy or Certificate of Good Standing | Optional | Varies | As needed | MS SOS Fee Schedule |
LLC Operating Agreement in Mississippi
Mississippi law does not require an LLC to adopt or file an operating agreement, but the Revised Mississippi Limited Liability Company Act repeatedly references the operating agreement as the primary instrument for governing an LLC’s internal affairs. Under Miss. Code Ann. § 79-29-123, “an operating agreement must initially be agreed to by all of the members,” and governs the conduct of the LLC’s business and the relations among its members, managers, and the company itself. The agreement is not filed with the Secretary of State—it is retained internally by the LLC.
An operating agreement typically addresses management authority, voting rights, capital contributions, profit and loss allocation, the process for admitting or removing members, restrictions on transferring membership interests, and the procedures for dissolution and winding up. Without a written agreement, the statutory default rules control—and those defaults may not reflect the members’ actual intentions. Under Miss. Code Ann. § 79-29-401, the certificate of formation or operating agreement may delegate management responsibility “to or among one or more managers,” agreeing to the practical mechanism for establishing a manager-managed structure.
Default rules that apply absent an operating agreement include equal sharing of profits and losses among members, assignment of financial interests without conferring management rights under Miss. Code Ann. § 79-29-703, and equal voting power per member. Single-member LLCs benefit from a written operating agreement as well, since it reinforces the legal separation between the member’s personal assets and the LLC’s property—an important factor in maintaining limited liability protection.
How to Get an EIN for an LLC in Mississippi
A federal Employer Identification Number is a nine-digit number issued by the Internal Revenue Service that identifies the LLC for tax purposes. An EIN is required for any LLC that has employees, files excise tax returns, or withholds taxes on payments to non-resident aliens. A single-member LLC without employees is not strictly required to obtain one, but most Mississippi banks require an EIN to open a business account, and obtaining one at formation is standard practice.
The fastest method is the IRS EIN Online Application, which issues the EIN immediately upon completion. The online tool is available Monday through Friday, 7:00 a.m. to 10:00 p.m. Eastern Time. The applicant must have a valid Social Security Number or Individual Taxpayer Identification Number, and the LLC must be located in the United States.
Alternatively, the organizer may complete IRS Form SS-4 and submit it by fax (processing takes approximately four business days) or mail (approximately four to five weeks). The application requires the name and Taxpayer Identification Number of the LLC’s responsible party, the individual who controls, manages, or directs the LLC, and the disposition of its funds and assets.
There is no fee to apply for an EIN by any method.
Registering for State Taxes in Mississippi
Mississippi imposes an individual income tax on residents and non-residents who earn income from Mississippi sources, including income flowing through a pass-through LLC. The state does not levy a separate entity-level income tax on LLCs taxed as partnerships or disregarded entities. Mississippi’s corporate income tax applies only if the LLC elects to be taxed as a corporation. The corporate income tax is being phased out for pass-through entities and is scheduled for eventual elimination.
LLCs that sell tangible personal property or provide taxable services in Mississippi must register for a sales tax permit with the Mississippi Department of Revenue. The standard sales tax rate is 7%, with reduced rates for specific categories such as groceries (5%), automobiles and light trucks (5%), and manufacturing machinery (1.5%). Registration is completed through the Department of Revenue’s Taxpayer Access Point (TAP) portal, and there is no fee for obtaining a sales tax permit. A separate permit is required for each business location, and the permit remains valid as long as the business continues at that location.
LLCs with employees must also register for state income tax withholding through TAP. Withholding returns are due by the 15th of the month following the reporting period. For general tax registration questions, the Department of Revenue can be reached at 601-923-7700.
| Tax Type | Agency | Registration Method | Fee |
| Sales and Use Tax | MS Department of Revenue | TAP online registration | $0 |
| Income Tax Withholding | MS Department of Revenue | TAP online registration | $0 |
| Corporate Income Tax (if applicable) | MS Department of Revenue | TAP online registration | $0 |
Registering as an Employer in Mississippi
An LLC that hires employees in Mississippi must register with the Mississippi Department of Employment Security for unemployment insurance, establish income tax withholding through the Department of Revenue, secure workers’ compensation coverage, and report all new hires to the Mississippi State Directory of New Hires. Each obligation involves a separate agency and registration process.
- Unemployment Insurance: Mississippi employers must register with the Mississippi Department of Employment Security (MDES) for unemployment tax purposes. Registration may be completed online through the MDES Employer Services portal, by calling 601-493-9427, or by emailing tax@mdes.ms.gov. The employer receives an Employer Account Number and an assigned tax rate upon registration.
- Workers’ Compensation: Mississippi requires employers with five or more employees to carry workers’ compensation insurance. Coverage is obtained through private insurance carriers; Mississippi does not operate a state fund. The Mississippi Workers’ Compensation Commission oversees compliance and claims.
- New Hire Reporting: Federal and state law requires employers to report newly hired and rehired employees to the Mississippi State Directory of New Hires within 15 calendar days of the hire date. Reports may be filed online, by mail, or by fax. Employers may also submit a copy of the employee’s IRS Form W-4 in place of the state new hire form. The new hire reporting line is 800-241-1330.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | MS Dept. of Employment Security | MDES Employer Registration |
| Income Tax Withholding | MS Dept. of Revenue | TAP Portal |
| Workers’ Compensation | Private carriers; overseen by MWCC | Through a private insurance carrier |
| New Hire Reporting | MS State Directory of New Hires | ms-newhire.com |
The LLC must also comply with federal employer obligations, including filing IRS Form 941 (Employer’s Quarterly Federal Tax Return), paying FUTA (Federal Unemployment Tax Act) taxes, and completing Form I-9 (Employment Eligibility Verification) for each new hire.