Start an LLC in Mississippi

Step 1: Name your Mississippi LLC

The first step is to choose your Mississippi LLC’s name. You can pick any name as long as it complies with the state’s LLC naming requirements. There’s a chance that the name you want most for your business is already taken, so be sure to conduct a business name search. Try coming up with a list of several names, too. If you’ve already tried and are drawing a blank, then check out our article on coming up with a great business name. 

Official Naming Requirements

If you’ve conducted a Mississippi business search to see if the name you want is available and found that it is, then great! However, you need to make sure your name complies with Mississippi’s LLC naming requirements:

• The name must be distinguishable from other business names in Mississippi. You can’t use a name that’s identical or similar to another existing Mississippi business name. The Mississippi Secretary of State’s business name database can help determine if the name you want is available.
• The name must contain the words “limited liability company.” You can also use the abbreviations “L.L.C.” or “LLC.”
• The name cannot suggest the company’s association with a government agency. 
• Your LLC’s name may contain the name of a manager or member.

Unfortunately, if you don’t comply with these name requirements for your LLC, Mississippi’s Secretary of State will reject your LLC application. Check out Section 79-29-109 of the Mississippi Limited Liability Company Act for more information. 

Reserving a Business Name

You can reserve your Mississippi LLC’s name with the Mississippi Secretary of State. This way, no one else can take your name while you’re getting your business set up. You can also use our name reservation service to reserve your LLC name online. 

Getting a Domain Name

In addition to ensuring that your LLC name is available and complies with Mississippi’s requirements, you may also want to check if your prospective name has a matching domain name. Getting a domain name will be necessary if you’ll be setting up an online business, but even if you aren’t, consider getting a domain name anyway to set up a business website.

Is your Mississippi LLC’s name available as a web domain?

You’ll want to determine if your prospective LLC name has a matching and available domain name. It’s much easier for clients and customers to remember you online if you use a domain name that’s identical to your business’s name. You’ll want to check if matching social media handles are available as well. 

Having a business website helps people find your company’s information (address, phone number, hours, etc.) online, allows you to market your business through social media, and helps you make sales through an eCommerce platform. 

Look up domain names when you’re considering LLC names. If, for example, you have several prospective names, but one name has a matching domain name, you may want to go with that name. We can help you register a domain name for your business, add privacy to it, set up a business website, and secure a business email address.

Consider a “fictitious business name” in Mississippi

Some businesses use “doing business as” (DBA) names if their legal name isn’t cutting it or to branch out into other types of business. Mississippi calls these “fictitious business names.” If you’d like to use a name other than your LLC’s legal name to do business in the state, then consider registering a fictitious business name with us. You can also register this name with the Mississippi Secretary of State online.

Federal and State Trademarks

You’ll also want to ensure that your prospective name doesn’t have a trademark. Infringing on a registered trademark can open the door to a lawsuit before starting your business. Trademarks can be tricky during business formations since the state doesn’t check for them.

You’ll have to do this yourself in one of three ways. First, you can reach out to an attorney specializing in trademarks to do the work for you. Second, you can take a less expensive route by using the U.S. Patent and Trademark Office’s online search engine to check at the federal level. 

Third, to check for a trademark in Mississippi, you can consult the Mississippi Secretary of State’s Trademark Search page. If your name is available through either method, you can trademark it at the state or federal levels. You can also perform a regular internet search for your business name by looking up domain names, social media sites like Facebook and LinkedIn, and phone directories.  

Step 2: Appoint a registered agent in Mississippi

Next, you’ll choose a registered agent for your LLC in Mississippi. As we mentioned earlier, registered agents accept legal documents on behalf of LLCs in addition to notices from the Secretary of State. Mississippi law requires all LLCs to have a registered agent in the state. You’ll name your registered agent in the LLC Certificate of Formation.

What is a registered agent?

A registered agent accepts legal and government notices on behalf of a business. This can include tax forms or notices of service of process (lawsuits). This must be done in person, so your registered agent must have a physical address in Mississippi and be available to accept these documents during regular business hours. This agent informs the LLC’s owner(s) that these forms require their attention. 

Who can be a registered agent for your LLC in Mississippi?

A registered agent can be either a person or a commercial entity specifically registered to accept service of process on behalf of businesses. The registered agent must have a physical street address in Mississippi, meaning P.O. boxes are not acceptable. And as mentioned earlier, this agent must be available at their registered address during regular business hours. 

Additional Considerations

The Secretary of State’s website says the following: “A commercial registered agent may be any individual or entity which chooses to register with the Secretary of State and hold itself out as a registered agent for hire. By filing the Commercial Registered Agent Listing Statement with the Secretary of State, the registered agent is providing its initial consent to being chosen by a company to be its agent. Commercial registered agents will be listed on the Secretary of State’s website.”

Additionally, the Secretary of State points out that, “Companies seeking to utilize a noncommercial registered agent must obtain that agent’s permission prior to listing the agent on any forms filed with the Secretary of State.”

Can I be my LLC’s registered agent?

Many small business owners wonder if they can act as their own registered agents. If you have a physical address in Mississippi and are available to accept legal documents during regular business hours, then you can legally serve as your LLC’s registered agent.

However, there are some disadvantages. You must be at your physical address during regular business hours, making it difficult to run errands, take sick days, visit clients/customers, go on vacation, etc. Plus, it can be embarrassing to receive legal notices (like a lawsuit) while potential customers are present.

Also, the last thing you want is for the state to declare your LLC as being out of compliance because your registered agent was unavailable. A lawsuit can also move forward without you knowing if there was an attempt to serve you while you were unavailable.

What if the state can’t find my Mississippi registered agent? 

There are repercussions if the state can’t find your LLC’s registered agent. Some of these include losing your good standing status with the state, paying fines, losing your liability protection, or having your LLC dissolved. Also, if your LLC gets served with a lawsuit and you lack a registered agent to accept the notice, the suit could move forward without you knowing. Always keep your registered agent information up-to-date with the state.

ZenBusiness can appoint your Mississippi registered agent

By using our registered agent service, you can eliminate worries about not fulfilling your registered agent obligations. We provide a registered agent who works with your business and you. And using our registered agent and Worry-Free Compliance services helps you avoid failures to update your registered agent information.

When you sign up for our registered agent service, we’ll scan and upload all of your LLC’s legal notices into your online dashboard. This way, all of your important information will be accessible and organized. You won’t have to worry about misplacing important documents.

Step 3: File a Mississippi Certificate of Formation

Your third step is to file a Certificate of Formation for your Mississippi LLC via online filing. Filing your Certificate of Formation (known in other states as Articles of Organization) with the Mississippi Secretary of State and getting it approved officially recognizes your LLC as a business entity. You’ll have to pay a filing fee when submitting this document. We can also help you with our business formation plans to ensure everything is correct on your formation documents. 

Create an online account with the Mississippi Secretary of State

The Mississippi Secretary of State’s online portal is the only way to file your LLC registration documents. You can’t submit paper applications. You’ll need to create a Registered Filer account with a username and password and provide a business email address. You’ll need this information for filing your LLC Certificate of Formation and other filings down the road.

Information Needed for Your Certificate of Formation

You’ll need the following information for your LLC Certificate of Formation:

• Your Mississippi LLC’s official name
• A business email address
• Your LLC’s effective date (either immediate or within 90 days of the filing)
• Your LLC’s North American Industry Classification System (NAICS) Code (which is the federal government’s business classification system)
• Your registered agent’s name and address
• The name of one incorporator (also known as the LLC’s organizer)

How to File Your Certificate of Formation

When the time comes to officially file your Certificate of Formation, you’ll do so by logging into your Registered Filer account on the Secretary of State’s website. From there, follow the directions for submission. 

Member-Managed or Manager-Managed?

Mississippi LLCs can be either member-managed or manager-managed. A member-managed LLC sees the owners/members as the managers. This is the default setup under Mississippi law.

If you wish, you can instead elect to have a manager-managed LLC. With this, you can hire outside managers or appoint one or more members to take care of day-to-day operations. This is helpful if some members do not want to be responsible for LLC management.

Whichever management structure you choose for your LLC in Mississippi, you’ll make this designation in your Certificate of Formation. 

What if I need to make changes to my Certificate of Formation?

You’ll only have to file your Certificate of Formation once. However, if you need to make any changes, you’ll need to file an amendment online for a fee. We offer an amendment filing service to make the amendment process more streamlined. Plus, our Worry-Free Compliance service includes two amendment filings each year.

Store your LLC’s documents in one digital dashboard

Our digital dashboard will store your Certificate of Formation if you use our LLC formation service. This way, you’ll have issue-free access to your essential LLC documents. And they’re kept organized for your convenience.

Why would I delay my Mississippi filing date? 

Normally, your LLC’s effective date will be when you file your Certificate of Formation. There are some instances where future business owners would like to delay the filing date. For example, if you don’t want to worry about filing taxes for your LLC for only part of the year, you may want to delay your LLC filing date until January 1. Mississippi allows you to delay your filing date 90 days after you file your Certificate of Formation.

When you use our service to file your LLC Certificate of Formation, you can pay an additional fee to delay your LLC filing date by 90 days.

Step 4: Draft a Mississippi Operating Agreement

Creating a Mississippi LLC operating agreement is your fourth step. Although not a legal requirement in Mississippi, many LLCs benefit from having an operating agreement. An operating agreement sets the LLC’s internal rules and policies, which helps members make important decisions. There’s no formal operating agreement guide to follow, so you’ll have to decide what to add it to. Let’s go over some details. 

Benefits of MS LLC Operating Agreements

If you want to stray from the state’s default provisions for LLCs or clarify things, then consider an operating agreement. Keep in mind that you can stipulate how your LLC will run in this agreement so long as the business’s operations don’t fall outside the law.

Here are some benefits of an operating agreement:

• It allows you to customize your LLC’s rules and operating procedures in accordance with the company’s goals.  
• It helps to prevent and alleviate any business challenges and conflicts that might arise between the LLC’s members by setting each’s powers and privileges. 
• You can list a member-managed or manager-managed structure (although this is also done with the Certificate of Formation). 
• It further establishes the company’s level of liability protection. You can specifically detail how your personal assets will be set apart from the business’s assets. 
• It allows you to detail the process for adding or removing a member from the company. You can also point out the reasons for doing so.
• It can create a plan of succession if a member dies, retires, or leaves the company. This is especially helpful for single-member LLCs. If your business will be a multi-member LLC, you can explain how a member’s portion of the business will be sold or absorbed by the other members.

What should I include in my LLC’s operating agreement?

Since the operating agreement stipulates how the LLC will run, you’ll want to include as much detailed information as possible. Items typically addressed in an LLC operating agreement include:

• Ownership portion allocations. For example, if there will be four members, you can split ownership evenly at 25% for each. You can also split ownership at 40% for one member and 20% for the other three. It’s up to you how you want to do it.
• Who can act on behalf of the business. This means deciding who can do such things as negotiate business deals, handle the business’s finances, handle business filings, and more. You can also outline voting powers to settle business challenges and decisions. Always outline each person’s responsibilities to avoid misunderstandings or disputes with the company’s operating procedures.
• Which management structure the LLC will follow. As we mentioned in the previous section, you can decide if your LLC will be member-managed or manager-managed. According to Section 79-29-401 of the Mississippi Limited Liability Company Act, the Certificate of Formation is also used to list this operating structure.
• How members will be added to and removed from the LLC. Mississippi is a fast-paced state, so if your business grows as the years go by, you may end up adding new members to the LLC. If you decide to do this, then you must detail the requirements and how these individuals will join the company. You should also do the same for removing members. List the reasons for removal and what will happen to their ownership portion.
• The reasons for and process of dissolving the LLC. You should detail what will become of the company’s assets, debts, and remaining profits. Remember that, before shutting the LLC down, you’ll need to file a Certificate of Dissolution with the Secretary of State.

If you’d like to create an operating agreement but are unsure where to start, we’ve got you covered with our comprehensive operating agreement template. 

Do I need an operating agreement if I’m the only owner?

Even if you own a single-member LLC where business disputes likely won’t arise, you may want to create an operating agreement anyway. Investors and lenders sometimes like to see an operating agreement before agreeing to fund a business. In addition to setting policies and internal governance procedures for your LLC, an operating agreement can also detail what will happen to the business if you die or become incapacitated. An operating agreement can further demonstrate that you and the LLC are separate entities, reinforcing the limited personal liability.

Step 5: Apply for an EIN

Your final step is to apply for an Employer Identification Number (EIN) from the IRS. An EIN is also referred to as a Federal Employer Identification Number (FEIN) and a Federal Tax Identification Number.

You’ll use this number to file taxes. Plus, many banks require an EIN to open a business bank account for your LLC. Mississippi has plenty of financial institutions that are eager to help small businesses, so be sure to get an EIN. You can get an EIN online, by mail, or by fax with the IRS. We also offer an EIN service.

Mississippi State Tax Registration

All businesses in Mississippi should register with the Mississippi Department of Revenue for corporate income and franchise taxes, sales and use taxes, withholding taxes, and other applicable taxes. You’ll need to create an account with the Department’s Taxpayer Access Point (TAP) tool. Here, you can make payments, view your refund status, upload documents, and more.

Mississippi Tax Info for Employers

If you’re an employer, you’ll register for withholdings with the Department of Revenue. Mississippi also requires that you register and pay unemployment insurance and report all new hires to the Mississippi Department of Employment Security (MDES).

Can filing as an S corp lower my taxes?

The LLC model is popular due to its flexibility, and that extends to taxes. LLCs are taxed as sole proprietorships by default if there’s only one member. If there are many members, then the business is taxed as a partnership. This is exceptionally appealing since it avoids double taxation. Sometimes, though, LLC owners choose to tax their LLCs as either C corporations or S corporations due to their benefits.

C corp taxation carries with it double taxation. This could be a problem, but certain LLCs may consider it anyway due to the benefits a C corp offers. C corps can have a wide range of tax deductions, for example.

An S corp, on the other hand, carries the pass-through taxation benefit that LLCs enjoy along with another advantage: the potential of saving money on self-employment taxes. This is possible by allowing you to be an “employee-owner.” You can split your income into your share of the LLC’s profits and your salary. Through this method, you’ll pay self-employment taxes on your salary and not the profits. Keep in mind that you’ll still have to pay other appropriate taxes on your profits.

S corp designations do have their cons, though. They tend to get more attention from the IRS, meaning that the risk of an audit is higher. S corp status is also harder to qualify for. If you’re still on the fence about your LLC’s tax designation, then we encourage you to speak with a tax professional. We can help you apply for S corp status in Mississippi, but only during the business formation process.

Important Steps to Take After Forming Your LLC

After completing all five steps in our guide, there’ll be a few more things to take care of that can make running your LLC a bit smoother. Let’s go over them.

Open a business bank account with your EIN

Opening a business bank account can help keep your finances in order and avoid commingling personal and business funds. This can be troublesome come tax season. It can also result in some legal troubles if you’re ever taken to court and someone challenges whether you and your business are separate entities.

We offer a discounted business bank account for your small business. With it, you’ll get online banking features, unlimited transactions, a debit card, and much more. We also offer a banking resolution template that allows you to authorize others in your LLC to use your bank account.

ZenBusiness Money

Your business’s finances will need a professional to manage them. You can hire an accountant to take care of this, or you can do it yourself with our help via ZenBusiness Money. You can manage clients, create invoices, keep track of business expenses, transfer payments, and more, all from one place. This can greatly streamline your business finance handling needs.

Get business insurance

Your company, like all other important things in your life, needs coverage. The LLC structure comes with liability protection, but it doesn’t hurt to get extra coverage. Accidents in the workplace, professional mishaps, and more can result in heavy costs. Certain types of coverage can be helpful depending on your industry. There are plenty of business insurance companies out there, so if you don’t know where to start, then check out our guide on getting business insurance.

File your Mississippi LLC Annual Report

By law, your LLC in Mississippi needs to file an annual report with the Secretary of State. It’s due by April 15th of each calendar year. Online filing is the only method. As we went over in Step 3, you’ll need to create an account with the Secretary of State’s website to submit this report. Failing to file your annual report on time may result in your LLC’s dissolution.

More Information on Mississippi LLCs

There may be some additional questions running through your head now that you’re one step closer to finalizing your LLC’s registration.

How to Hire Employees in Mississippi

Finding the perfect employee is no easy feat, but by doing some research, you can pinpoint exactly what you need to do. You’ll first need to take care of all your business’s paperwork and other responsibilities we went over above. That way, your business is legitimate and you’ll be ready to get started.

From there, you can start looking into who best fits your company. How you go about searching for candidates is up to you. If you aren’t sure how to get started, check out the Mississippi Department of Employment Security’s “Recruit Employees” page. The MDES can help you find resources for hiring your employees.

How to Get a Certificate of Good Standing

A Certificate of Good Standing, also known as a Certificate of Existence and Certificate of Status, verifies your LLC’s existence. You can order your document online from the Secretary of State’s “Order Document” page. You’ll need your login information to do this. Check out our detailed guide on how to get a Certificate of Good Standing for your Mississippi LLC. You can also get one with us.