To get a Certificate of Good Standing in Mississippi, order it through the Secretary of State’s online business portal. Mississippi officially calls the document a Certificate of Existence, but banks, lenders, and out-of-state filing offices usually ask for it by the “good standing” name. The state will issue it as long as your corporation or LLC is active, hasn’t been administratively dissolved, and is current on its annual reports and fees.
How to Order Online
All business filings run through the Secretary of State’s filing portal. If you don’t already have a filing account, create one first.1Mississippi Secretary of State. User Login From your account you can order certificates and other business documents electronically.2Mississippi Secretary of State. Order Documents
You’ll need the exact legal name of the business as it appears in state records. If you aren’t sure of the precise name, use the portal’s business search tool to pull up the entity and its Mississippi Business ID number. Entering the correct ID matters more than you’d expect when similar names exist in the database.
The portal accepts Visa, MasterCard, American Express, Discover, e-checks, and ACH.3Mississippi Secretary of State. Business FAQs Once payment processes, the certificate is typically available for immediate download and is also sent to the email address on file. The electronic version carries the same legal weight as a paper document. All payments to the Secretary of State for business filings are nonrefundable.
Before You Order: Making Sure You’re Eligible
Only active entities can receive a certificate. If your business has been administratively dissolved, suspended, or has unfiled reports, the system won’t issue one.
The most common blocker is a missed annual report. Every for-profit corporation and LLC in Mississippi must file an annual report. Filing opens January 1 each year and closes April 15, and failing to file can trigger administrative dissolution.4Mississippi Secretary of State. Annual Reports Fees vary by entity type: domestic corporations and foreign corporations pay $25, domestic LLCs file free, and foreign LLCs pay $250.5Mississippi Secretary of State. Business Documents Filing Fees
Corporations face other grounds for administrative dissolution as well. Going 60 or more days without a registered agent in Mississippi, failing to notify the Secretary of State of a registered agent change within 60 days, or not paying franchise taxes within 60 days of when they’re due will all put the entity out of good standing. Filing a document the signer knows is materially false is also grounds.6Justia. Mississippi Code 79-4-14.20 – Grounds for Administrative Dissolution Any of these will block certificate issuance until you fix the underlying problem.
What the Certificate Actually Says
For a domestic corporation, the certificate is issued under Mississippi Code 79-4-1.28. It confirms the corporation’s name, its date of incorporation, that articles of dissolution have not been filed, whether all fees owed to the state have been paid, and whether the most recent annual report is on file. The statute makes the certificate “conclusive evidence” that the corporation exists and is authorized to operate in Mississippi, which is why third parties accept it at face value.7Justia. Mississippi Code 79-4-1.28 – Certificate of Existence
Foreign LLCs authorized in Mississippi receive a parallel document, a certificate of authorization under Mississippi Code 79-29-1029. It confirms that the LLC is registered, its registration has not been revoked or canceled, and whether required fees and the most recent annual report are current.8Justia. Mississippi Code 79-29-1029 – Certificate of Authorization Nonprofit corporations have their own version under Mississippi Code 79-11-121.9Justia. Mississippi Code 79-11-121 – Certificate of Existence, Application for; Contents of; Conclusive Evidence of Good Standing
When a Requester Asks for One
Banks and lenders are the most common requesters. They use the certificate to confirm the entity exists and hasn’t been administratively dissolved before extending credit or opening accounts. Expect the requester to want a recent copy. Ordering months ahead of the actual transaction usually means ordering again.
Expanding into another state is the other frequent trigger. When a Mississippi LLC or corporation registers as a foreign entity elsewhere, that state’s filing office almost always requires a certificate of good standing from Mississippi. Mergers, acquisitions, and new investors bring the same request. Buyers and partners want confirmation the entity is in good standing before committing money or signing agreements.
If Your Business Has Been Administratively Dissolved
You can’t get a certificate until you reinstate. Mississippi doesn’t impose a hard deadline on reinstatement, so you can apply at any time after dissolution. Waiting has costs, though, including questions about whether transactions conducted during the dissolved period are valid.
Corporations
A dissolved corporation applies to the Secretary of State under Mississippi Code 79-4-14.22. The application states the corporation’s name, the date of dissolution, and that the grounds for dissolution have been eliminated. Corporations also need a certificate from the Mississippi Department of Revenue confirming that all taxes owed have been paid. That tax clearance is the step that catches most people off guard, because you have to resolve things with the Department of Revenue before the Secretary of State will process the filing. Once approved, the reinstatement relates back to the date of dissolution, and liability during the dissolved period is determined as if the entity had been active the whole time.10Justia. Mississippi Code 79-4-14.22 – Reinstatement Following Administrative Dissolution
LLCs
LLC reinstatement runs through Mississippi Code 79-29-825. The application must include the LLC’s name, the effective date of dissolution, confirmation that the grounds have been corrected, and proof the name still meets state naming requirements. Unlike the corporate statute, the LLC provision does not explicitly require a tax clearance certificate from the Department of Revenue. The filing fee is $50. LLC reinstatement also relates back to the dissolution date, so the LLC resumes without a gap in its legal existence.11Justia. Mississippi Code 79-29-825 – Reinstatement Following Administrative Dissolution
A Note on Federal Tax Compliance
A Mississippi certificate of good standing confirms your status with the state only. It says nothing about federal taxes. Banks and government agencies sometimes need both, and confusing the two can stall a transaction. The IRS issues its own verification through tax compliance reports, which businesses can download from an IRS business tax account. The report summarizes compliance status, lists any delinquent returns, and states whether federal taxes are owed. Letter 6575 is the version used for business entities and is often required for federal contract awards.12Internal Revenue Service. Tax Compliance Report If a lender or contracting officer asks for proof of “good standing,” clarify whether they need the state certificate, the IRS report, or both before you order.