Forming a Limited Liability Company (LLC) in Mississippi is an easy process, but it involves a few steps.
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To form an LLC in Mississippi for free + state fee, we have listed 3 options to consider:
You can go online and visit the Mississippi Secretary of State’s website and do it yourself or you can use the ‘free’ service from Incfile or ZenBusiness.
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Forming an LLC in Mississippi for $0 (DIY Summary)
Here’s a brief step-by-step guide to help you through the DIY process, along with relevant links to official resources:
Step 1: Choose a Name for Your LLC
One of the first steps in forming an LLC in Mississippi is selecting a unique and memorable name for your business. The name should reflect the nature of your business and comply with the state’s naming requirements. You can use the Mississippi Secretary of State’s Business Name Search tool to check the availability of your desired name. It is important to choose a name that is not already in use by another entity.
Step 2: Appoint a Registered Agent
In Mississippi, every LLC is required to have a registered agent who will receive official correspondence and legal documents on behalf of the company. The registered agent must have a physical address in Mississippi and be available during regular business hours. You can choose to be your own registered agent or hire a professional registered agent service.
Step 3: File Articles of Organization
Next, you need to file the Articles of Organization with the Mississippi Secretary of State. This document officially creates your LLC and includes important details such as the name of your company, the registered agent’s name and address, and the purpose of your business. You can file the Articles of Organization online through the Mississippi Secretary of State’s website or mail it to their office.
Step 4: Create an Operating Agreement
While not required by law, it is highly recommended to create an operating agreement for your LLC. This agreement outlines the ownership structure, roles and responsibilities of members, and the decision-making process within the company. It helps prevent conflicts and provides clarity on how your LLC will operate. Consulting with an attorney can be beneficial in drafting a comprehensive operating agreement.
Step 5: Obtain the Necessary Permits and Licenses
Depending on the nature of your business, you may need to obtain specific permits and licenses to operate legally in Mississippi. The requirements vary by industry, so it is important to research and comply with the relevant regulations. The Mississippi Business One Stop website provides information on state permits, licenses, and registrations you may need.
Step 6: File Annual Reports
After forming your LLC, you are required to file an Annual Report with the Mississippi Secretary of State. This report confirms your LLC’s current information, such as the registered agent’s details and principal address. Failure to file the Annual Report on time may result in penalties or the dissolution of your LLC. You can file the Annual Report online through the Secretary of State’s website.
Step 7: Comply with Tax Obligations
LLCs in Mississippi are subject to various tax obligations. You need to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This number is used for federal tax purposes and may also be required for state taxes. Additionally, you should familiarize yourself with Mississippi’s tax requirements and register with the Mississippi Department of Revenue, if necessary.
Step 8: Maintain Good Standing
To ensure your LLC remains in good standing, it is important to comply with all ongoing requirements. This includes filing necessary reports, paying taxes on time, and maintaining accurate records. Regularly reviewing and updating your LLC’s information with the Secretary of State’s office is crucial to staying in compliance.
Mississippi LLC: Key Definitions
For more information and official resources, you can visit the Mississippi Secretary of State’s Business Services webpage and the Mississippi Business One Stop website.
Here is a list of terms related to forming an LLC in Mississippi along with their definitions:
1. LLC: Short for “Limited Liability Company,” an LLC is a business structure that combines the liability protection of a corporation with the flexibility and tax benefits of a partnership or sole proprietorship.
2. Registered Agent: A registered agent is an individual or entity designated to receive official correspondence and legal documents on behalf of an LLC. They must have a physical address in Mississippi and be available during regular business hours.
3. Articles of Organization: The Articles of Organization is a legal document that officially creates an LLC. It includes essential details such as the LLC’s name, the registered agent’s information, and the purpose of the business.
4. Operating Agreement: An operating agreement is a legal document that outlines the ownership structure, roles and responsibilities of members, and the decision-making process within an LLC. While not required by law in Mississippi, having an operating agreement helps establish clear guidelines for the business.
5. Permits and Licenses: Depending on the nature of the business, specific permits and licenses may be required to legally operate an LLC in Mississippi. These can vary by industry and are obtained from the appropriate state or local agencies.
6. Annual Report: An annual report is a filing requirement for LLCs in Mississippi. It confirms the LLC’s current information, such as the registered agent’s details and principal address. Failing to file the annual report on time can lead to penalties or dissolution of the LLC.
7. Employer Identification Number (EIN): An EIN is a unique identification number assigned by the Internal Revenue Service (IRS) to identify businesses for federal tax purposes. It is often required for LLCs to open bank accounts, hire employees, and fulfill tax obligations.
8. Good Standing: Being in good standing means that an LLC has met all ongoing requirements, such as filing necessary reports, paying taxes, and maintaining accurate records. It ensures the LLC remains compliant with state regulations and maintains its legal status.
9. Mississippi Secretary of State: The Mississippi Secretary of State is a government office responsible for overseeing business filings, including the formation and maintenance of LLCs. Their website provides resources and information related to LLC formation in the state.
10. Mississippi Business One Stop: Mississippi Business One Stop is an online resource that offers information and guidance on starting and operating a business in Mississippi. It provides access to various state permits, licenses, and registrations that may be required for an LLC.
These terms and their definitions will help you understand the key aspects of forming an LLC in Mississippi and navigate the process effectively.
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Before Filing LLC Paperwork
Although the LLC formation process itself is simple, there are some things you need to do before you can file your paperwork. These are the things you need to do before you can move forward with setting up your Mississippi LLC.
Appoint a Registered Agent
Every LLC that operates in Mississippi must have an agent registered. This agent is the person or entity that will accept tax or legal documents on your behalf. Legally, you can act as your own agent or appoint another LLC member to this role. Anyone who wishes to be their LLC’s registered agent must be at least 18, and reside in Mississippi.
It’s understandable that you would prefer to have one of the registered agents located in your area do this for you. A registered agent can be hired for between $50 and $300 per year.
Register Your Mississippi LLC’s Business Name In Advance
There are no guarantees and it is possible that the name you want to use is already in use. To find out if this is true, use the business search engine of the Secretary of State.
You can reserve the name you desire if it is not already taken or if you have chosen a better alternative. The filing fee for this form is $25.
Online filing of Mississippi LLC documents
To file your LLC, Mississippi has a modern and simplified approach to business filings. You will need to create a account and log into the Secretary of State’s site. A Certificate of Formation can be filed for $50. For foreign entities, however, you will need to pay $250 for the filing fee.
Mississippi LLC Formation Approval
You can expect your LLC approval within days thanks to the modern and efficient Mississippi government approach to business formations. But that’s not all. There are many details that must be taken care of once your Mississippi business is established. These details will be discussed in the sections below.
Completion of your Annual Report
Mississippi law requires LLCs to file annual reports to maintain their business in good standing. These forms must be submitted online anytime between January 1st and April 15. There are no annual fees. However, late submissions could lead to the dissolution or liquidation of your LLC.
Register for an Employer Identification Number (EIN).
Most businesses require an EIN. Single-member LLCs are an exception. These businesses can use Social Security numbers. An EIN, which is a unique alternative to an SSN can be used to identify your brand, without compromising privacy or exposing you to fraud. EINs can be obtained for free from the IRS website.
Pay your taxes if applicable
Mississippi, like many other states, doesn’t require standard LLCs pay separate taxes. Most LLCs can be considered “pass-through entities” and members can claim the business on their individual taxes. In that single-member LLCs do not need to file separate returns, this is a different approach from corporations. Except for LLCs that owners or members prefer to tax as corporations, these are the exceptions.
Make an LLC Operating Agreement
Mississippi does not require LLCs to create an operating agreement. It is still a good idea. A detailed operating agreement clarifies the obligations of all members, as well as their financial expectations. An operating agreement will provide clarity and avoid confusion later. An operating agreement gives legitimacy to your LLC and helps maintain its good standing.
Most Frequently Asked Questions
What is an LLC?
A limited liability company combines the flexibility and ease of a sole proprietorship or partnership structure with the greater risk protection offered by a corporate structure. LLC owners, also known as “members”, have limited liability. This means that their personal liability to the company is limited to what they have invested. It does not cover losses or debts beyond that amount.
Members of an LLC are subject to taxes by default. This is the same as for owners of a general partnership or sole proprietorship. This structure is commonly referred as a “pass through” tax structure. If the LLC meets certain criteria, it can choose to be taxed either as a C-corp (C-corp) or as an S-corp (S-corp). Small business owners prefer LLCs because of their simplicity and flexibility.
Where do I file an LLC in Mississippi?
The Secretary of State’s website allows you to file LLC forms. To complete the process, you must register.
How much do Mississippi LLCs cost?
For Mississippi LLC formations, domestic entities pay $50; foreign entities are charged $250
Are Mississippi LLCs required to submit an annual report?
Yes, Mississippi LLCs must submit annual reports. There is no annual fee, but the deadline is April 15.
Are Mississippi LLCs required to pay taxes?
Mississippi LLCs are generally taxed together as pass-through entities. There are exceptions for LLCs that are treated as corporations and are subject to a franchise tax of $2.50 per $1,000 in capital employed in the state.
Brian Wilson is the content manager and founder of LLC Radar.
Brian grew up in North Texas, just outside of Dallas, and has a bachelor’s degree in business journalism from Southern Methodist University. Since graduating from SMU, Brian has gained over 10 years of experience in business writing for several online publications.
Brian resides in Plano, Texas and he can be reached by email: email@example.com