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Key Points for Mississippi LLCs

Strong Liability Protection

Strong Liability Protection

Mississippi LLCs shield owners by limiting personal liability for business debts; members/managers aren't generally personally responsible.

No State-level Franchise Tax

No State-level Franchise Tax

Mississippi does not impose a state-level franchise tax or require income tax at the entity level; profits pass through to owners.

Clear Reporting Requirement

Clear Reporting Requirement

Mississippi requires an annual report for domestic and foreign LLCs, due April 15 each year, with varying fees depending on whether LLC is domestic or foreign.

Understanding Mississippi LLCs

A Mississippi LLC combines the liability protection of a corporation with the flexibility of a partnership or sole proprietorship, making it a solid choice for entrepreneurs who want simplicity, legal safety, and favorable tax treatment.

What is a Mississippi LLC?

An LLC in Mississippi provides protection so that members or managers are generally not personally liable for business debts, allows either member-managed or manager-managed governance.

A Mississippi LLC offers several benefits, including:

Pass-through taxation: profits & losses flow to individual owners, avoiding entity-level income tax. Low recurring state fees for domestic LLCs; annual report is required but often without fee.

What is a Mississippi LLC?
Why Choose an LLC in Mississippi?

Why choose an LLC in Mississippi?

Choosing an LLC in Mississippi gives you liability protection, minimal state-level tax burden, and a well-defined, relatively low-cost compliance path. It suits small business owners, and those wanting clean legal structure.

Key Benefits Include:

Privacy Protection

Privacy Protection

No Double Taxation

No Double Taxation

Business Credibility

Business Credibility

Legal Environment

Legal Environment

Tax Flexibility

Tax Flexibility

Clear Guidelines

Clear Guidelines

Pros and Cons of an LLC in Mississippi

Starting a Mississippi LLC: Benefits

A Mississippi LLC protects personal assets from business liabilities, allows pass-through taxation, and offers manageable formation cost and ongoing reporting requirement without large recurring state taxes for domestic LLCs.

Taxation of a Mississippi LLC

Mississippi treats most LLCs as pass-through entities; single-member LLCs as disregarded entities, multi-member as partnerships. If LLC elects corporate status, then state corporate income tax applies. No franchise tax for domestic LLCs by default.

Starting a Mississippi LLC: Drawbacks

While the ongoing cost is low, domestic LLCs still must file an annual report each year by April 15. Foreign LLCs face a higher fee to register and report. Also, missing the annual report deadline can risk administrative dissolution.

Pros and Cons of an LLC in Mississippi

Who Can Form an LLC in Mississippi?

Any individual or business entity (including non-residents and foreign LLCs) may form or register to operate an LLC in Mississippi.

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Types of LLCs in Mississippi

Domestic LLC (Mississippi-based LLC)

Domestic LLC (Mississippi-based LLC)

A domestic LLC is one formed under Mississippi law and operating primarily within the state. It must file formation documents, appoint a registered agent, maintain required reports annually, and adhere to state LLC statutes.

Foreign LLC (Out-of-state LLC registering in Mississippi)

Foreign LLC (Out-of-state LLC registering in Mississippi)

A foreign LLC is one formed in another state but doing business in Mississippi. It must register via the Secretary of State, pay the foreign registration fee, designate a registered agent in Mississippi, file required reports.

Professional LLC (PLLC)

Professional LLC (PLLC)

Mississippi allows professional limited liability companies (PLLCs) / professional entities; licensed professionals must comply with relevant professional licensing boards and state regulations.

How to Start an LLC in Mississippi

1

Choose a Business Name

Select a unique name that includes "LLC" or "L.L.C." and ensure it's distinguishable from existing entities in Mississippi. Use the Secretary of State's name search tool to verify availability.

2

Appoint a Registered Agent

Designate a registered agent to accept legal documents. This can be an individual or a registered service company with a physical address in Mississippi.

3

File the Articles of Organization

Submit Form LLC to the Mississippi Secretary of State, providing LLC name, principal office address, and registered agent details.

4

Create an Operating Agreement

Though not required, it's recommended to draft an Operating Agreement outlining ownership, governance, and profit distribution to reinforce liability protection and support tax compliance.

Mississippi LLC Requirements

Age and Residency

Age and Residency

Number of Members

Number of Members

Management Structure

Management Structure

Registered Agent and Office

Registered Agent and Office

Name Compliance

Name Compliance

Mississippi LLC Application

To start an LLC in Mississippi, the key step is filing the Certificate of Formation with the Mississippi Secretary of State. This legally establishes your business as an LLC.

Required Information

  • LLC name (must include “Limited Liability Company,” “LLC,” or “L.L.C.” and be unique in Mississippi).
  • Registered agent’s name and street address in Mississippi (not a P.O. Box).
  • Principal business address.
  • Organizer(s) name & address.
  • Whether LLC is member-managed or manager-managed.

Filing Options

  • Online filing through Mississippi Secretary of State's portal.
  • By mail may be possible depending on form; but online is standard.

Post-Filing Requirements

  • Operating Agreement: Not required by state filing, but strongly recommended to clarify internal governance.
  • Registered agent information must be maintained.
  • Annual Report filing each year by April 15. Domestic LLCs: no fee; Foreign LLCs: fee required.

Mississippi LLC Taxation

Mississippi LLC Taxation
State Income Tax (Pass-Through)

State Income Tax (Pass-Through)

Mississippi treats most LLCs as pass-through entities by default. Owners report LLC profits or losses on their personal tax returns; the LLC itself does not pay state income tax unless it elects corporate status.

No Franchise Tax for Domestic LLCs

No Franchise Tax for Domestic LLCs

Mississippi does not impose a franchise tax or annual tax on domestic LLCs.

Foreign LLC Fees

Foreign LLC Fees & Registration Tax

Foreign LLCs registering in Mississippi must pay the foreign registration fee and ongoing annual report obligation.

Sales and Use Tax

Sales and Use Tax

If the LLC sells taxable goods or services in Mississippi, it must collect and remit sales tax; use tax may apply for purchases from out of state. Local rates can vary.

Mississippi LLC Annual Filing (Annual Report)

What to File

What to File

Mississippi LLCs must file an Annual Report via the Secretary of State. The report includes LLC name, registered agent info, member/manager names or changes, principal address, and any changes in management or address.

Filing Deadlines

Filing Deadlines

Annual Report is due April 15 each year; can be filed starting January 1.

Penalties & Consequences

Penalties & Consequences

Failing to file may lead to administrative dissolution of the LLC, loss of good standing. Foreign LLCs also may be unable to bring claims in Mississippi courts until properly registered.

Expanding Your Mississippi LLC

As your business grows, you may expand your Mississippi LLC into other states. This involves registering as a foreign LLC in each state where you operate and ensuring compliance with local regulations in those states.

Registering a Foreign LLC in Mississippi

Registering a Foreign LLC in Mississippi

If your LLC was formed in another state but you wish to do business in Mississippi, you must file a Foreign LLC Application, designate a registered agent in Mississippi, submit a Certificate of Good Standing from your home state, and pay the foreign registration fee.

Doing Business in Other States

Doing Business in Other States

To conduct business outside Mississippi, you should foreign-qualify in each such state, maintain annual reports and compliance both in Mississippi and in those states, and keep good standing with all relevant offices.

Find The Right State To
Form An LLC

Every state has different rules, costs, and considerations for LLC formation.

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Doing Business in Mississippi

Frequently Asked Questions

Yes, most states require you to have a registered agent to handle legal documents and notices during business hours.

While not always required by law, having an operating agreement is a smart move to outline your LLC’s rules and avoid disputes down the road.

An EIN is a federal tax ID; most LLCs need one to open a business bank account, file taxes, or hire employees.