How To Set Up A Mississippi LLC

Starting a business can be a complex process, which makes doing your research before jumping in is especially important. One important early decision is figuring out which business structure to choose.

A Mississippi Limited Liability Company (LLC) is a popular choice. In this guide, I’ll walk you through the process of starting an LLC in Mississippi – from choosing a name to filing your paperwork.

Related: Starting A Business In Mississippi Checklist

Is the LLC right for you?

Deciding if a Limited Liability Company (LLC) is the right choice for your business in Mississippi comes down to understanding your needs for personal asset protection, tax preferences, and operational flexibility. Mississippi LLCs offer the advantage of protecting personal assets from some business debts and lawsuits. They also provide a choice between being taxed as a Mississippi sole proprietorship, general partnership, or corporation (either S corporation or C corporation), allowing for the most flexibility and potential tax benefits.

This structure is relatively simple to set up and maintain, with less paperwork than a corporation. If these benefits align with your business goals and management style, an LLC could be the ideal structure for your new Mississippi small business.

Steps To Form A Mississippi LLC

Step 1: Choose an LLC Name

The first step in forming a Mississippi Limited Liability Company is to make sure the name you want is available. Every LLC name must be distinguishable from other entity names registered in the state, and 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.

A comma may be used after the business name and before the designator.  “Magnolia State Crafts LLC” and “Magnolia State Crafts, LLC” are acceptable.

If you want a name but are not ready to register the LLC, you can file a Reservation of a Business Entity Name with the Mississippi Secretary of State. The name reservation will hold a name for up to 180 days.

Step 2: Appoint a Mississippi Registered Agent

In Mississippi, every LLC must designate a registered agent. A registered agent is an individual or company with a Mississippi street address responsible for any legal correspondence. This commonly includes receiving legal documents, such as lawsuit notifications, on behalf of the business.

While many LLC owners opt to fulfill this role, some hire a registered agent service. Utilizing a registered agent service ensures that your LLC adheres to state requirements while offering a layer of convenience and confidentiality since the owner’s personal address isn’t disclosed in public records.

Related: How To Appoint A Mississippi Registered Agent?

Step 3: File the Mississippi LLC Certificate of Formation

The paperwork to officially create an LLC in Mississippi is called the Mississippi LLC Certificate of Formation. To submit the paperwork file online through the Mississippi Secretary of State website.

A few sections and terms can be confusing when filling out the Certificate of Formation, so let’s go over a few of these sections.

Future effective date: If you want the LLC to start today, leave the field blank.  If you want to delay the LLC’s start date in the future, enter a date less than 90 days in the future to start.

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.

Nature of business: This section 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 industry 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 the closest one. The filing allows for up to three codes to be entered. The first one is typically the code for the main business activity.

Signature: 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 three options – 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.

What To Do After Starting A Mississippi LLC?

Once the LLC has been formed, there are a few additional steps to take. Below is a list of the most common tasks.

Prepare a Mississippi LLC Operating Agreement

The LLC operating agreement is a document that governs the framework of an LLC and covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.

Most states (including Mississippi) do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:

• The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
• Member’s personal liability protection may be diminished.
• Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.

Obtain an EIN

If the LLC will hire employees or is owned by more than one member, an EIN is required. 

The EIN or Employer Identification Number (also referred to as a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Like an individual’s social security number, the EIN identifies business entities for tax purposes.

Related: How To Register For An EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account, such as:

• A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
• Copies of the original formation paperwork from the state showing the official creation of the LLC.
• Driver’s licenses of the members.
• Depending on the LLC’s age, a Mississippi Certificate of Good Standing may be needed to prove that the LLC is active and in good standing with the state.

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, various business licenses and permits will likely be needed before starting your business. Some common registrations include:

• Business license: There isn’t a statewide general business license, though some cities require businesses to obtain licensing before they can start.
• Professional license: Certain services, such as barbershops, accountants, salons, and others, must be licensed in Mississippi.
• Sales tax permit: A Mississippi sales tax permit must be registered with the Mississippi Department of Revenue to sell products and certain services.

Related: How To Register A Business In Mississippi

File Mississippi LLC Annual Reports

LLCs are required to file a Mississippi LLC annual report with the Mississippi Secretary of State.  The report can be filed between January 1st and April 15.

File the Beneficial Owner Information Report

Beginning in 2024, any individual who owns at least 25% or has “substantial control” of an LLC or corporation in Mississippi or any other state must file the Beneficial Ownership Information (BOI) form with the Financial Crimes Enforcement Network (FinCEN). BOI reports are filed electronically through FinCEN’s website.

Mississippi LLC FAQs