To form an LLC in Mississippi, you file a Certificate of Formation online with the Secretary of State for $50, and the office typically returns a stamped copy within 24 hours. The filing itself is the easy part. The work that keeps your company alive — a registered agent, an EIN, state tax registration where it applies, an operating agreement, and a free annual report every spring — is where most new owners stumble.
Pick a Name That Will Pass Review
Your name has to end with “Limited Liability Company,” “L.L.C.,” or “LLC,” and it has to be distinguishable from every other entity already on file with the Secretary of State. If it is confusingly similar to an existing corporation, LLC, or limited partnership, the filing will be rejected.1Justia Law. Mississippi Code 79-29-109 – Name
Mississippi also bars certain words without special authorization, including “bank,” “trust,” “insurance,” “corporation,” “incorporated,” and “partnership.”2Mississippi Secretary of State. Mississippi Limited Liability Company Act – 2010 Run your proposed name through the Secretary of State’s online search before you file.
If you want to lock in a name before filing, you can reserve it for 180 days for $25.3MS.GOV. Services and Fees Schedule
Name a Registered Agent
Every Mississippi LLC must list a registered agent with a physical street address in the state. The agent accepts lawsuits and official correspondence on your company’s behalf and has to be reachable during normal business hours. A P.O. box does not count.2Mississippi Secretary of State. Mississippi Limited Liability Company Act – 2010
You can be your own agent if you live in Mississippi, name another in-state resident, or hire a commercial registered agent service. Commercial services generally run $100 to $300 per year and keep your home address off the public record.
File the Certificate of Formation
The Certificate of Formation is what legally creates your LLC. Mississippi law requires only three things in it: the company name, the registered agent’s name and street address, and a specific dissolution date if you want one.4Justia Law. Mississippi Code 79-29-201 – Certificate of Formation Most owners leave the dissolution date blank so the company continues indefinitely.
You file through the Secretary of State’s online portal after creating an account. The form also asks for an email address and a NAICS code describing your business, and it has a built-in NAICS search.5Michael Watson Secretary of State. FAQs
The fee is $50, paid by credit card or electronic check.6Mississippi Secretary of State. Business Documents Filing Fees Some filings stamp through immediately; others get staff review. Either way, the office usually responds within 24 hours with an emailed, stamped copy that serves as proof your LLC exists.5Michael Watson Secretary of State. FAQs
Later changes — a new name, a new registered agent — are handled through a Certificate of Amendment, also $50.3MS.GOV. Services and Fees Schedule
Write an Operating Agreement
Mississippi does not require an operating agreement. The statute says members “may” adopt one.2Mississippi Secretary of State. Mississippi Limited Liability Company Act – 2010 Skipping it is still a mistake, because when there is no agreement, state default rules decide questions the owners should have decided for themselves.
A workable agreement covers:
- Whether the LLC is member-managed or manager-managed.
- How profits and losses are divided, which does not have to follow ownership percentages.
- What decisions need unanimous consent and what passes by majority.
- What happens when a member wants to sell their interest or leave.
- The circumstances that will wind the company down.
All members have to agree to it, and its provisions cannot conflict with Mississippi law or your Certificate of Formation. Banks and lenders routinely ask to see one before opening accounts or extending credit, even though the state never does.
Get an EIN and Pick a Tax Classification
Once your Certificate of Formation is approved, apply for an Employer Identification Number with the IRS. The EIN is a federal tax ID for your business, and you need it to open a bank account, hire, and file federal taxes. Apply directly through the IRS online — it is free and takes a few minutes. Skip the third-party sites that charge for it.7Internal Revenue Service. Get an Employer Identification Number
The IRS does not have an “LLC” tax category. By default, a single-member LLC is a disregarded entity, with everything flowing to the owner’s personal return. A multi-member LLC is taxed as a partnership, with each member reporting their share.8Internal Revenue Service. Limited Liability Company – Possible Repercussions You can elect corporate tax treatment on Form 8832 instead, but talk to a tax professional first — the consequences last.
Register With the Mississippi Department of Revenue
Whether you need to register with the state Department of Revenue depends on what your LLC does. If you sell tangible goods or certain services at retail, you need a sales tax permit through the Taxpayer Access Point (TAP) system. Out-of-state businesses with a Mississippi presence or in-state salespeople also have to register and collect.9Mississippi Department of Revenue. Registration Information for Sales and Use Tax Applicants
Mississippi’s franchise tax applies only to entities taxed federally as corporations. If your LLC kept the default partnership or disregarded-entity treatment, you do not owe it. If you elected corporate treatment, the 2026 rate is $0.50 per $1,000 of capital over $100,000, with a $25 minimum.10Justia Law. Mississippi Code 27-13-5 – Tax on Domestic Corporations The franchise tax is scheduled for full repeal on January 1, 2028.
File the Annual Report Every Year
Every Mississippi LLC files an annual report with the Secretary of State between January 1 and April 15. For domestic LLCs, there is no fee.11Michael Watson Secretary of State. Annual Reports You file through the same online portal you used for formation and confirm or update basic company information, which must be current as of the date you sign.12Justia Law. Mississippi Code 79-29-215 – Annual Report for Secretary of State
Because it is free and easy, people forget. If you fail to file, the Secretary of State can administratively dissolve your LLC, and once that happens your company is no longer authorized to do business and you can lose the liability protection that was the whole reason to form it.11Michael Watson Secretary of State. Annual Reports
Reinstating a dissolved LLC costs $50 and requires a tax clearance letter from the Department of Revenue, which means clearing any outstanding state tax first.3MS.GOV. Services and Fees Schedule A January calendar reminder is a much better plan.
If You Hire Employees
Employers have obligations beyond federal income and payroll tax withholding. You must register with the Mississippi Department of Employment Security for state unemployment insurance once you pay $1,500 or more in wages in any calendar quarter, or once at least one worker performs services in 20 or more separate calendar weeks in a year.13Mississippi Department of Employment Security. Liability Requirements
Many Mississippi cities and counties also require a local business privilege license. Fees and rules vary, so call your city clerk to find out what applies where you operate. These are separate from your state LLC registration and usually renew every year.
A Note on Federal Beneficial Ownership Reporting
If you have read about Beneficial Ownership Information reporting under the Corporate Transparency Act, you can set that worry aside. FinCEN issued a rule in March 2025 exempting all U.S.-created entities from the BOI reporting requirement.14FinCEN.gov. Beneficial Ownership Information Reporting A Mississippi LLC formed in 2026 does not file a BOI report.