How To Fill Out The Mississippi LLC Certificate of Formation

When starting a business as an LLC in Mississippi, you will first need to fill out and file your company’s Certificate of Formation with the Mississippi Secretary of State.

The LLC is a popular business structure, and while this seems like a very straightforward filing, you may come across a few unfamiliar items. This guide will go through the steps and explain how to fill out the Mississippi LLC Certificate of Formation so you can get your LLC started right.

Steps To Fill Out The Mississippi LLC Certificate Of Formation

The Mississippi Certificate of Formation (called the Articles of Organization in most states) is the official document filed with the Mississippi Secretary of State to establish a Limited Liability Company (LLC). After the state approves the filing, the business can officially begin operating and register for the necessary business licenses and permits.
 
To submit the paperwork, file online through the Mississippi Secretary of State’s website.

Step 1: Business Information

In this section, you will provide some basic information about the entity. Here you will choose your business type and whether it is a foreign or domestic LLC.

The Limited Liability Company is what you would choose when starting an LLC, but you can also register as a Profit Corporation, Non-Profit Corporation, Professional Limited Liability Company, Limited Partnership, Limited Liability Partnership, General Partnership, or Business Trust.

The difference between a domestic LLC and a foreign LLC is the place where the business was originally formed and where it operates.

A domestic LLC in Mississippi is a business entity created under and operating according to Mississippi’s laws. If you start an LLC in Mississippi, it’s considered domestic in that state.

A foreign LLC in Mississippi refers to an LLC that was formed in another state but wants to do business in Mississippi. It’s not foreign in the sense of being from another country, but foreign to Mississippi because it was created under a different state’s laws. For an out-of-state LLC to legally operate in Mississippi, it must register as a foreign LLC with the Mississippi Secretary of State.

Since these are the most common choices, this guide explains how to form a domestic Limited Liability Company. The other type of LLC is the Professional Limited Liability Company, which is a special LLC set aside for businesses that require occupational licensing in Mississippi, such as accountants, architects, veterinarians, etc. Filing for a PLLC is very similar to filing for an LLC.

Next, we will enter the business name. In the following fields, enter the business name. The name of every Mississippi LLC must be distinguishable from other entity names registered in the state. By entering a name in the field, you will get a response whether the name is available or not, but if you want to search before filling out the paperwork, the Mississippi Secretary of State makes it easy to do a Mississippi LLC name search so you can quickly verify if your LLC name is available.  

In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:

• Limited Liability Company
• LLC
• L.L.C.

Last, enter your email so the Secretary of State can correspond with any questions or updates.

Step 2: Business Details

The next section asks for some details about the business.

The first is on the effective date of the LLC. If you want the LLC to start on today’s date, leave the field blank. Otherwise, you can delay the start date of the LLC for up to 90 days in the future.

Some will delay the LLC start date if they aren’t ready to go but want to get the filing out of the way or if they are close to the end of a calendar year and want to delay until the following year so they won’t have to file business taxes.

The next field asks for information regarding the activities of the business.  To answer, you need to enter a number called NAICS (North American Industry Classification System).  This code is a six-digit number that classifies and categorizes the different business industries.  This information is used to report statistical data for each of the industries in the U.S.  Remember this number, as you will need it when filing annual tax returns.  Find your NAICS number by clicking on the “Search for NAICS Codes” and entering the keyword(s) that most closely resembles what your business will do.  Enter the code(s) in the boxes.

If your business’s activities aren’t specifically listed, choose one that is close. The filing allows for up to three codes to be entered. The first one is typically the code for the main business activity.

Step 3: Registered Agent

One requirement for having an LLC in Mississippi is to appoint a Mississippi registered agent. The registered agent is a party physically located in the state who will receive important notices and service of process (which means accepting papers that start a lawsuit) on behalf of the LLC.

Provided the LLC member lives in the state of Mississippi and is generally available during business hours, they may act as the registered agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a commercial registered agent service can also act as the LLC’s agent.

Step 4: Signature

Last, at least one signature from someone authorized to sign on behalf of the LLC is needed. This can be a member, manager, or non-member, like an attorney or accountant; the members give signing authority. Enter the person’s title, name, and address.

Under the title, there are several options, but the ones commonly used for an LLC include Manager, Member, and Organizer. The definitions of these are:

• A Manager is someone the Members hired to run the LLC, similar to a CEO of a corporation.
• A Member is an owner of the LLC.
• An Organizer is someone who assists with the formation of the LLC. This person is often a Registered Agent, Attorney, or Accountant.

Mississippi LLC FAQs