Mississippi Foreign LLC Registration (How-to Guide)

Are you thinking of expanding your business to Mississippi? Registering a foreign LLC in Mississippi might seem tricky, but it’s easier than you think.

This guide will walk you through each step, from the essential paperwork to common pitfalls, making your entry into the Magnolia State smooth and simple.

Let’s get into it!

Mississippi Foreign LLC Requirements

1. Mississippi Registered Agent

To operate as a foreign LLC in Mississippi, you must designate a registered agent with a physical address.

This registered agent will be your business’s official contact for receiving legal documents and important correspondence.

I suggest you either appoint an individual who resides in Mississippi or use a professional registered agent service to handle these responsibilities.

2. Certificate of Good Standing

You must obtain a Certificate of Good Standing (or a similar document) from your LLC’s home state. This certificate confirms that your LLC is properly registered and compliant with all applicable laws in its original state.

It demonstrates that your business is in good standing and eligible to operate in Mississippi.

3. Mississippi Application for Registration of Foreign LLC

To register your foreign LLC in Mississippi, complete and submit the Mississippi Application for Registration of Foreign Limited Liability Company to the Secretary of State. This application requires the following essential details about your LLC:

• Legal Name of the LLC: Your LLC is registered in its home state.
• State of Formation: The state where your LLC was originally formed.
• Name and Address of Mississippi Registered Agent: The individual or service designated to receive legal documents and official correspondence in Mississippi.
• Principal Office Address: The main location where your LLC’s business activities are conducted.
• Mailing Address: The address where you would like to receive mail and official notices.
• Business Purpose: Briefly describe your LLC’s business activities within Mississippi.
• Authorized Person’s Signature: The signature of an authorized person officially representing the LLC.

Complete this form accurately to prevent delays in processing your application.

Mississippi only accepts online submissions, but if you prefer not to pay online, you can print the completed form and mail it with a check to the Secretary of State’s office.

4. Mississippi Annual Report

All LLCs in Mississippi, including foreign LLCs, must file an annual report with the Mississippi Secretary of State. The report is due by April 15th each year.

To file your annual report, you will need to provide the following information:

• Name of your LLC
• Address of your LLC
• Name and address of your registered agent
• Name and address of each member of your LLC
• Name and address of each manager of your LLC (if applicable)

The annual report is free to file and must be filed online.

How to Form a Foreign LLC in Mississippi State

Step 1. Selecting Your Business Name (new or existing)

Before registering your foreign LLC in Mississippi, check if your LLC’s name is available and meets state requirements.

Use the Mississippi Secretary of State’s business name search tool here to ensure the name you want isn’t already in use or is too similar to an existing name.

If your desired name is taken, you may need to choose a different name or consider using a fictitious name.

Step 2. Appointing a Mississippi Registered Agent

You must appoint a registered agent with a physical address in Mississippi. This person or service will receive legal documents and official notices on behalf of your LLC.

You can choose an individual who lives in Mississippi or hire a professional registered agent service. This step ensures that you have a reliable contact for any legal matters.

For this service, I highly recommend Northwest Registered Agent.

See my review regarding Northwest Agent by clicking here.

Step 3. Obtain a Certificate of Good Standing

Request a Certificate of Good Standing from your LLC’s home state. This document proves that your LLC is properly registered and compliant with state laws in its original state. It is an essential part of the registration process in Mississippi, as it confirms your business is in good standing and eligible to operate.

Step 4. Complete the Mississippi Application for Registration of Foreign LLC

To register your foreign LLC in Mississippi, complete the Application for Registration of Foreign Limited Liability Company online.

Here’s the information you’ll need:

• Entity Type: Specify the type of entity your business is, such as an LLC.
• Business Name: Provide the name of your LLC as it is registered in your home state.
• Name in Mississippi: If your business name isn’t available in Mississippi, provide an alternate name you will use in the state.
• Business Email: Include a contact email address for your LLC.
• Optional Registration Date: If you prefer your LLC registration to start on a future date rather than immediately, you can specify this date. Most businesses skip this option and register immediately.
• State/Jurisdiction of Formation: Indicate where your LLC was originally formed.
• Date of Formation: Provide the date when your LLC was established.
• Management Structure: If your LLC is managed by managers rather than by its members or owners, check the box.
• NAICS Code: Enter the NAICS Code, which is a number that describes the type of business your LLC operates.
• Principal Office Address: List the main address where your LLC’s business activities are conducted.
• Registered Agent Address: Provide the street address of your Mississippi registered agent.
• Registered Agent Email Address: Include the email address of your registered agent.
• Authorized Person’s Signature: An authorized person from your LLC must sign the form, confirming that the registered agent has been informed of their role and agrees to serve as the registered agent.

Ensure all the information is accurate to prevent delays in processing your application.

Mississippi charges a $258 fee to file the Application for Registration.

Step 5. Receive Verification

After submitting your application and paying the required fee, you will receive confirmation from the Mississippi Secretary of State. This verification indicates that your LLC is officially registered and authorized to conduct business in Mississippi. Keep this confirmation for your records as proof of registration.

How long does this take?

Mississippi typically processes your Foreign LLC application within 1 to 2 business days.

Registration Fee – How Much Does a Foreign LLC in Mississippi Cost?

You must pay a $258 filing fee when registering a foreign LLC in Mississippi.

Here’s a detailed breakdown of what this fee covers:

• Application Processing: The fee covers the cost of processing your Application for Registration of Foreign LLC, including reviewing documents, verifying information, and ensuring all state requirements are met.
• Authorization to Operate: This fee grants your LLC the official permission to do business in Mississippi, meaning your business is recognized and legally allowed to operate in the state.
• State Revenue: The fee contributes to the state’s revenue, supporting the Secretary of State’s office in handling business registrations and maintaining records.
• Additional Services: It may also cover services such as confirming registration and updating state records with your LLC’s information.

To complete your registration, pay the fee at the time of submission, typically through the Mississippi Secretary of State’s online business services portal. Be sure to have your payment method ready to avoid delays in processing your application.

When registering your LLC in Mississippi, you must designate a registered agent with a physical address to manage legal documents. The cost for this service typically ranges from $200 to $1,000. However, I suggest finding a registered agent that charges less than $100. For more details, click here.

Do foreign LLCs need to file Articles of Organization in Mississippi?

Foreign LLCs do not need to file Articles of Organization in Mississippi. Instead, they must file the Application for Registration of Foreign Limited Liability Company to operate legally in the state. The Articles of Organization are required only for domestic LLCs forming within Mississippi, not foreign LLCs registering to do business there.

How are Foreign Entity LLCs in Mississippi taxed?

Foreign entity LLCs in Mississippi are generally taxed like domestic LLCs.

Here’s a breakdown:

• Default Taxation: By default, foreign LLCs are taxed as pass-through entities. This means the LLC itself is not taxed on its income. Instead, the profits or losses pass through to the members, who report them on their tax returns.
• Option to Elect Corporate Taxation: Foreign LLCs can elect to be taxed as corporations by filing the appropriate forms with the IRS. This election changes how the LLC is taxed and may be subject to corporate income tax rates rather than pass-through taxation.
• State Taxes: In addition to federal tax considerations, foreign LLCs must comply with Mississippi state tax laws, which may include income tax, franchise tax, and other applicable state taxes.
• Registration Fees: Foreign LLCs are also subject to the registration fee when they initially register for business in Mississippi.

FAQs on Mississippi Foreign LLC Registration

Can I Be My Registered Agent for My Mississippi LLC?

Yes, you can be your registered agent for your Mississippi LLC if you have a physical address in the state where you can receive legal documents and official notices. However, hiring a registered agent service is often recommended to ensure you don’t miss important paperwork and maintain privacy.

Why Should I Hire a Registered Agent Service in Mississippi?

Hiring a registered agent service in Mississippi offers several benefits:

• Privacy: Keeps your address off public records.
• Compliance: Ensures you don’t miss important legal documents and deadlines.
• Flexibility: Allows you to focus on your business without worrying about handling legal notices.
• Professionalism: Provides a reliable, professional address for receiving documents.

How Can I Withdraw My Foreign LLC from Mississippi?

To withdraw your foreign LLC from Mississippi, follow these steps:

1. File a Certificate of Withdrawal: Submit the Certificate of Withdrawal form to the Mississippi Secretary of State’s office.
2. Clear Outstanding Fees: Ensure that all state taxes and fees are paid.
3. Close Business Accounts: Cancel any business licenses or permits associated with your LLC in Mississippi.
4. Notify the IRS: Inform the IRS that your LLC will no longer be conducting business in Mississippi.

Is a Physical Presence Required in Mississippi to Form an LLC as a Foreigner?

No, a physical presence in Mississippi is not required to form an LLC. However, you must appoint a registered agent with a physical address in Mississippi who can handle legal documents and official notices on your behalf.

How Do I Amend a Foreign LLC in Mississippi?

To amend your foreign LLC in Mississippi, you need to:

1. File an Amendment: Submit the appropriate amendment form to the Mississippi Secretary of State’s office.
2. Provide Updated Information: Include details of the changes, such as updates to your LLC’s name, registered agent, or business address.
3. Pay the Fee: Pay any applicable filing fees for the amendment.

What Does It Mean to Do Business in Mississippi?

Doing business in Mississippi means engaging in activities and establishing a business presence in the state. This can include:

• Operating a Physical Office: Having an office or place of business in Mississippi.
• Employing Staff: Hiring employees who work in Mississippi.
• Property Ownership: Owning or leasing property in the state.
• Sales and Services: Conduct sales or provide services to customers in Mississippi.

Does a Foreign LLC Have to File an Annual Report in Mississippi?

Yes, foreign LLCs are required to file an annual report in Mississippi. The report updates your LLC’s current status and ensures your business information remains current. The annual report is free to file and must be filed online. The due date is April 15th.