Certificate of Formation in Mississippi | How to File in 2024

File Certificate of Formation in Mississippi

Forming a Limited Liability Company (LLC) in Mississippi is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Certificate of Formation with the Mississippi Secretary of State. This article will provide a comprehensive guide on How to File Certificate of Formation in Mississippi.

Webinarcare Editorial Team will help you understand the necessary steps to file for Certificate of Formation. It would be best if all the factors in this article guided you.

What is Certificate of Formation?

Certificate of Formation is a legal document filed with the Mississippi Secretary of State to establish a Limited Liability Company (LLC) officially. The Certificate of Formation contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by Mississippi, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Certificate of Formation typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Certificate of Formation is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom ($0 + State Fee)

How to File Certificate of Formation in Mississippi?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Certificate of Formation in your Mississippi LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Certificate of Formation is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, Mississippi Secretary of State Business Services, usually available on the Mississippi Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your Mississippi LLC. Most states require LLCs to designate a Registered Agent when filing the Certificate of Formation. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

You can serve as your own Registered Agent, appoint a friend or family member, or hire a professional Mississippi Registered Agent Services.

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Step 3: Prepare Your Certificate of Formation

The Certificate of Formation is the legal document that officially establishes your Mississippi LLC. While the specific requirements in Mississippi, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In Mississippi, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the Mississippi guidelines to ensure you include all necessary information.

Step 4: File the Certificate of Formation

Once your LLC Certificate of Formation is prepared, please submit it to the Mississippi Secretary of State. The submission process may vary depending on the method of choice; Mississippi allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Certificate of Formation form for your LLC, go to the website of the Mississippi Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the Mississippi Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Certificate of Formation form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Certificate of Formation must be downloaded in the Mississippi Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Certificate of Formation must be completed.
  • Include the two papers with the Mississippi LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to SOS office.

Costs of Filing Certificate of Formation

Along with the filing of Certificate of Formation, you must pay a filing fee. In Mississippi, the Certificate of Formation fee costs around $50 which you can pay in the Mississippi Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out Mississippi LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Certificate of Formation has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

The application of an EIN in Mississippi can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in Mississippi is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In Mississippi, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in Mississippi State Tax Commission.

In terms of franchise tax for your LLC in Mississippi, there is No franchise tax. Consult your Mississippi State Tax Commission and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in Mississippi, paying required fees every 1 year (15th April), and keeping accurate records of your LLC’s activities. Stay informed about Mississippi specific requirements to ensure your LLC remains in good standing.

Is the Certificate of Formation necessary to be filed in Mississippi?

Yes, the Certificate of Formation is necessary to be filed with Mississippi Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Certificate of Formation is essential in forming a business and ensuring it operates legally and is recognized by Mississippi.

What is the best way to file Certificate of Formation? Is it online or by mail?

The best way to file Certificate of Formation depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the Mississippi Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Certificate of Formation.

FAQs

Who can file a Certificate of Formation in Mississippi?
The Certificate of Formation can be filed by any person or entity who wants to establish an LLC in Mississippi.
What are the requirements to file a Certificate of Formation in Mississippi?
To file a Certificate of Formation in Mississippi, the person/entity must provide the name and address of the LLC, the registered agent’s name and address, and the name(s) and address(es) of the person(s) forming the LLC.
Do I need to hire a lawyer to file a Certificate of Formation in Mississippi?
A lawyer is not required, but it can be beneficial to work with an attorney who is familiar with Mississippi LLC laws to ensure that all requirements are met.
What is the filing fee for a Certificate of Formation in Mississippi?
As of 2021, the filing fee for a Certificate of Formation in Mississippi is $50.
Can I file my Certificate of Formation online in Mississippi?
Yes, the Mississippi Secretary of State’s website offers online filing options.
How long does it take to process a Certificate of Formation in Mississippi?
The processing time can vary, but it generally takes about 5-7 business days for the Certificate of Formation to be processed and approved by the Mississippi Secretary of State.
Can I expedite the processing time for my Mississippi LLC Certificate of Formation?
Yes, Mississippi offers expedited processing for an additional fee.
How long does it take to receive my Certificate of Formation in Mississippi after it’s processed?
The Certificate of Formation can be printed and downloaded from the Mississippi Secretary of State’s website as soon as it’s approved.
Can anyone search for my LLC’s information after filing the Certificate of Formation in Mississippi?
Yes, the information provided in formation documents is public record and can be accessed by anyone who wishes to search for it.
Is there a deadline for filing a Certificate of Formation in Mississippi?
There is no specific deadline for filing a Certificate of Formation, but it’s recommended to file the LLC Formation paperwork as soon as possible.
What happens after I file my Certificate of Formation in Mississippi?
After submitting the Certificate of Formation, you’ll receive a response from the Mississippi Secretary of State confirming that the LLC has been created and is legally recognized.
What is required after I file my Certificate of Formation in Mississippi?
After filing the Certificate of Formation, your LLC will need to maintain ongoing compliance requirements, including annual reports and tax filings in Mississippi.
How do I change my LLC’s name in Mississippi?
To change the LLC’s name, you’d need to file an Application for Reservation of a New Business Name or follow the described change of name option in the certificate of formation.
How many people do I need to create an LLC in Mississippi?
One or more persons can form an LLC in Mississippi.
Is there any requirement for foreign LLC to register in Mississippi?
Yes, foreign LLC is required to register in Mississippi if they engage in business there.
What is a registered agent in Mississippi?
A registered agent is a person or entity who is designated to receive legal and official correspondence for an LLC in Mississippi.
Can I be my LLC’s registered agent in Mississippi?
Yes, you can be your LLC’s registered agent in Mississippi, but it’s commonly advised to choose a reliable third-party agent to avoid misplaced correspondence.
Can a non-US citizen form an LLC in Mississippi?
Yes, non-US citizens may establish an LLC in Mississippi; however, visas and several business licensing requirements may apply.
What is Articles of Incorporation in Mississippi?
Articles of Incorporation is for-use for creating a corporation in Mississippi in which data regarding its formation is incorporated.
Is it necessary to publish my LLC’s Certificate of Formation in a newspaper in Mississippi?
No, Mississippi doesn’t require publication of the LLC’s Certificate of Formation in a newspaper.
How do I close my LLC in Mississippi if I am ceasing operations?
To terminate an LLC in Mississippi, the organizer must file a Certificate of Termination or an Office Action requesting revocation of status.
Can I change my LLC’s structure in Mississippi after filing the Certificate of Formation?
Yes, Mississippi LLCs have the freedom to change their structure by filing an appropriate amendment which is done according to the guidelines of Mississippi Secretary of State.
What is an Annual Report in Mississippi?
An Annual Report in Mississippi is a mandatory filing due each year to keep the LLC in an active standing in Mississippi.
What are the requirements of annual reporting for LLCs in Mississippi?
A Mississippi LLC must submit an annual report, along with a $60 fee if the LLC revenue is above 10k in Mississippi, before every April 15th.
What if my Mississippi LLC fails to submit annual reports?
A late filer has to end up in a penalty of $55 after being assigned for a warning with a fee of $55.
Can Mississippi Secretary of State dissolve my LLC without even asking me?
If the annual reports and other upkeep requirements go unfulfilled in Mississippi, the Secretary of State can initiate dissolution without any prompt.
Can an LLC operate under the DBA in Mississippi?
Yes actually, but it’s highly suggested that one conducts fair research beforehand.
What is an LLC in Mississippi?
An LLC (Limited Liability Company) is a type of business entity that offers the protections of a corporation, without the tax complexities.
What is a Certificate of Formation?
A Certificate of Formation is a document that creates an LLC and complies with state laws.
In which office do I file the Certificate of Formation in Mississippi?
The Mississippi Secretary of State’s office is the agency responsible for processing and filing LLCs.
Can you file expedited processing of your Certificate of Formation in Mississippi?
Yes, there is an expedited filing option available for an additional $100 per document.
Do I need to provide a registered agent address for my Mississippi LLC?
Yes, according to state law, every LLC must have a registered agent with a physical address in Mississippi.
Can I change my Illinois registered agent address later on?
Yes, you can change your registered agent anytime using the Mississippi online network.
Can I file for an LLC in Mississippi if I am a non-resident of the state?
Yes, any person or entity can form an LLC in Mississippi regardless of residency.
What is a member-managed LLC?
In a member-managed LLC, all owners can participate in the management and day-to-day activities of the business.
What is a manager-managed LLC?
In a manager-managed LLC, only designated owners (managers) handle and make decisions regarding the business.
Should I choose member-managed or manager-managed for my LLC in Mississippi?
The management structure will depend on the company’s structure, owners experience, competency, and priorities.
How long does it typically take for a Certificate of Formation to be approved in Mississippi?
It will take two to three business days for Certificate of Formation to be approved by the Mississippi Secretary of State.
If my LLC gets denied for any reason, will I get my filing fee back?
No, your filing fee is not refundable even if your LLC is denied.
Do I need to file an annual report with the Mississippi Secretary of State for my LLC?
Yes, annual reports must be filed by April 15 each year.
What is the fee for filing an annual report in Mississippi?
The cost in Mississippi for Filing An Annual Report of an LLC is $35.
Can I file my Mississippi LLC’s annual report electronically?
Yes, the annual report for Mississippi LLC could be filled electronically and mail also.
Can I register my LLC name without immediately forming the LLC?
No, owners must complete the Certificate of Formation documents before registering an LLC name.
Can I change my LLC name after I’ve already filed?
Yes, owners may change their LLC name by applying a proper amendment.
Can an LLC have multiple names in Mississippi?
Yes, LLC can register fictitious or assumed names with the Mississippi Secretary of State.
Is there a publication requirement for Mississippi LLCs?
No, Companies are not required to publish a notice of incorporation, which reduces the sheer LLC creation cost.
Are there any naming restrictions for Mississippi LLCs?
Yes Restrictions on names of the LLC’s related to fighting words, government affiliations, etc.
How can I get a Certificate of Good Standing for my Mississippi LLC?
You can acquire a Mississippi LLC’s Certificate of Good Standing by presenting a request to the Mississippi Secretary of State Corporations Division.
Am I required to have an LLC operating agreement in Mississippi?
While not required for law, Illinos LLCs are required to have an operating agreement, its states laws don’t prevent from signing this type of appointment made available.
What happens if I don’t have an operating agreement for my Mississippi LLC?
If an operating agreement isn’t implemented, company will avoid structure and additional control over disputes.
Do I need to file a tax return for my Mississippi LLC?
Yes, Illinos LLC. Would you like to elaborate?
Does Mississippi require business licenses and permits for LLCs?
Yes, specific counties or cities may arrange permits or licenses industries to function that Mississippi LLC operate in their specific class, revenue, etc.
Can I form a single-member LLC in Mississippi?
Yes, a single-member LLC is valid in Illinois.
Are Mississippi LLC owners personally liable for company debts?
No, Virgin Islands LLCs requests the owners against the company’s uncompensated obligations.
Can an LLC in Mississippi be managed by a Board of Directors?
Limited Liability Companies LLCs in the United States typically don’t operate a Board of Directors structure like a corporation.

Also Read

Can You Change or Modify Your Mississippi LLC Certificate of Formation?

One common reason for wanting to modify your LLC Certificate of Formation is due to changes in the business, such as adding or removing members, changing the name of the LLC, making amendments to the operating agreement, or relocating the principal place of business. These alterations may require updating the information stated in the original Certificate of Formation to reflect the current status of the LLC accurately.

To modify your Mississippi LLC Certificate of Formation, several steps need to be followed. First and foremost, it is crucial to review the existing Certificate of Formation to identify the specific changes that need to be made. Once this has been determined, the next step is to prepare amendments or additional articles that will reflect the desired modifications accurately.

After drafting the necessary documents, these amendments must be filed with the Secretary of State’s office along with the appropriate filing fee. The process for changing or modifying the LLC Certificate of Formation may differ depending on the nature of the modifications and the specific requirements set forth by the Secretary of State, so it is advisable to consult with legal counsel or a professional business advisor to ensure compliance with the state regulations.

It is essential to note that making changes to your Mississippi LLC Certificate of Formation is not a one-size-fits-all process. Different types of modifications will require different procedures and documentation, and failure to follow the correct steps could result in delays or complications for your business.

Moreover, it is crucial to stay proactive and keep the LLC’s paperwork up to date to ensure compliance with state regulations and to prevent any potential legal issues or liabilities. By staying vigilant and regularly reviewing and updating your LLC Certificate of Formation when necessary, you can maintain the integrity and legitimacy of your business entity while adapting to changes in the business environment.

In conclusion, businesses evolve over time, and as your Mississippi LLC grows and develops, modifying or changing your Certificate of Formation may become necessary. By understanding the process for making these modifications and staying informed about the requirements set forth by the Secretary of State, you can ensure that your business remains in good standing and continues to operate smoothly.

Conclusion

Registering an LLC Certificate of Formation is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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