How to form an LLC in Mississippi

Who should form an LLC in Mississippi?

Anyone who lives in Mississippi or runs their business from there. If you form in another state but operate in Mississippi, you will usually have to register there as a foreign LLC anyway, paying both states' fees. See home state or another state.

How do you form an LLC in Mississippi, step by step?

1. Choose and check the name

   Search the state's business records and include "LLC", "L.L.C." or "Limited Liability Company" in the name.

2. Appoint a registered agent

   A person or company with a physical street address in Mississippi. See what a registered agent is.

3. File the Certificate of Formation

   Online through the Mississippi Secretary of State's business services portal, with the $50 fee. Formation filings are made online.

4. Get an EIN and sign an operating agreement

   The EIN is free from the IRS. See LLC operating agreement.

5. Register for state taxes

   Sales tax and payroll as needed. Then note the first yearly filing date.

What does Mississippi require every year?

An annual report each year, free for domestic LLCs, filed online between January 1 and April 15, starting the year after formation. Foreign LLCs registered in Mississippi pay $250 for the same report. An LLC that does not file can be administratively dissolved, with reinstatement costing $50 plus the missed reports.

For deadlines, fees and late penalties in detail, see Mississippi LLC yearly filings.

Do you need a Mississippi business license?

Mississippi has no general statewide business license. Cities and counties may require a privilege license, and some activities, such as construction or professional services, need state licenses from their boards. Check with the city or county where you operate.

What do the first two years cost?

Because foreign LLCs pay $250 a year in Mississippi, forming in Mississippi is far cheaper than registering an out-of-state LLC there for a business based in the state.

Should you file it yourself or use a formation service?

Filing yourself costs only the state fee, and the Mississippi filing is short enough for most owners to complete. A formation service saves time, can act as your registered agent and may send reminders for yearly filings, but compare total yearly costs: low headline prices are often paired with paid add-ons such as expedited filing, operating agreements or EIN applications, which you can do yourself free. Whichever you choose, keep the approved filing, the EIN letter and your operating agreement together. See how much an LLC costs.

Can a non-resident form an LLC in Mississippi?

Yes. Mississippi has no residency or citizenship requirement for an LLC's members or managers. You need a registered agent with a Mississippi street address and an EIN; a foreign owner without a Social Security number applies for the EIN on Form SS-4. A single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no US income. See can a non-resident own a US LLC and annual filings for foreign-owned LLCs.

What happens if you miss a required report?

The state usually charges a late fee and marks the LLC as not in good standing, which can block a certificate of good standing, a bank account or a loan. If the filing stays overdue, the state can administratively dissolve the LLC, ending its liability protection and its claim to the name. Reinstatement means filing every missing report and paying the fees owed, so put the dates in your calendar. See reinstating a dissolved LLC.

Which Mississippi taxes apply to an LLC?

Owners pay Mississippi's flat income tax on their share of profit, a rate the state is phasing down. The state sales tax is 7%, with some local additions; register with the Mississippi Department of Revenue if you sell taxable goods. Mississippi's franchise tax applies to corporations, not LLCs taxed as partnerships or sole proprietorships.

If you sell online, see Mississippi sales tax for online sellers.

Federally, a Mississippi LLC is taxed like any other LLC. See how LLCs are taxed. For a side-by-side view of state costs, see how much an LLC costs.

This guide is general information. It is not tax or legal advice for your situation.