Mississippi Out-of-State LLC Registration

Mississippi attaches a daily charge to the filing, which most states do not. Under § 79-29-1203(1)(g), the filing fee is $250, plus $10 for each day the foreign LLC transacts business in Mississippi without a registration, capped at $1,000 for each year it does so. A company that waits three months to register is therefore paying for the delay as well as the filing.

The other consequences are the familiar ones, set out in § 79-29-1013. Until it registers, the LLC cannot maintain any action, suit, or proceeding in a Mississippi court. Its contracts and acts stay valid, the other party to a contract keeps the right to sue on it, and the LLC can defend a case brought against it. A member is not personally liable solely because the company worked in the state unregistered. Operating unregistered also makes the Secretary of State the company's process agent for any claim tied to its Mississippi business, and the Attorney General may sue to restrain a company that is violating the article (§ 79-29-1017).

Section 79-29-1003 requires a foreign LLC to register before transacting business in the state. The statute leaves "transacting business" undefined, but § 79-29-1015 names eleven activities that do not count. They are interstate commerce, bank accounts, litigation or settlement of a dispute, internal affairs, transfer offices and trustees for the company's securities, sales made through independent contractors, taking on debt or security interests, securing or collecting debts, merely holding property of either kind, a lone transaction wrapped up in thirty days that is not part of a series, and orders that are not binding until accepted outside Mississippi.

The Secretary of State adds a practical benchmark in its business startup guide. If any of your employees will be in Mississippi for a total of 30 days in a given year, registration is required. The guide also warns that some foreign businesses, such as contractors or those doing business with state agencies, may have to register no matter how much time employees spend here.

The exemption list is not a complete test, since it says "among others," and it does not govern service of process or taxation. Being the general partner of a partnership that transacts business in Mississippi is declared to be transacting business too.

The filing is the Application for Registration of Foreign Limited Liability Company, listed as F0200 on the Secretary of State's fee schedule. There is no PDF form to download. Business filings are made in the Secretary of State's online system, using the button to register an out-of-state business. The system accepts card, e-check, or ACH payment, and the Secretary of State says forms can also be completed online, printed, and mailed with a check, but that paper registrations take significantly longer. No convenience fee appears in anything we checked.

The state's fee is $250, and our checkout shows the same amount as the state fee, bringing the total today to $449 with $199 of it paying for our preparation.

The application asks for the LLC's name, the alternate name it will use in Mississippi if there is one, its home jurisdiction and formation date with a statement that it validly exists, the registered agent, the date it first did or plans to do business here, its home-state office or principal office, any dissolution date, and the signer's name and capacity. Forms also ask for an NAICS business code. The signer is a member, manager, or officer. The company's FEIN and phone number are redacted from the forms shown on the Secretary of State's site.

Mississippi wants proof of existence from the state of formation. Section 79-29-1003(2) calls for a certificate of existence or a similar document authenticated by the Secretary of State or other public official who keeps the records there, and the online system has you attach a copy. The Secretary of State's startup guide says the certificate of good standing must be dated within the last six months.

A certified copy of the formation papers is not requested. The state of formation sets the certificate's price. Order it ahead of the filing and keep it where the person preparing the application can reach it.

Under § 79-29-1007 the foreign company registers under any name a Mississippi LLC could hold, whether or not it matches the home-state name, provided it spells out "limited liability company" or uses LLC (periods allowed). The name must be distinguishable on the state's records and cannot contain words such as bank, trust, insurance, corporation, incorporated, or partnership. If your name is taken, you enter the name you propose to use here on the application. Reserving a name costs $25.

Mississippi puts no limit on who serves as registered agent. Any individual, corporation, or LLC with a physical address in the state can do it. Mississippi wants a real street address for the agent, the agent must have consented, and a company that wants to use an individual or other noncommercial agent has to get that person's permission first; the agent is not notified of the listing. Mississippi does not address whether the LLC can name itself. Lose your agent for 60 days, or fail to report a change or resignation within 60 days, and the Secretary of State can start a revocation. Changing the agent is a $10 filing.

This is where Mississippi charges a foreign LLC more than its own. A foreign LLC pays $250 for its annual report each year, while a Mississippi LLC pays nothing. The report can be filed from January 1 and is due April 15, and it has to be filed online. It covers the name and jurisdiction, the agent's name, email, and street address, the principal office, the managers or members, officers, whether there is a written operating agreement, and a description of the business. We found no late fee in the statute or fee schedule.

Don't let it lapse. The Secretary of State can begin revocation when the report is more than 60 days overdue, and, under a 2020 amendment, also when the Department of Revenue says the LLC is delinquent in a payment or tax. Notice comes at least 60 days before the effective date, and a revoked LLC cannot sue in Mississippi until it is reinstated, which costs $100.

Changes go in a certificate of amendment, $50. To leave, you file a certificate of cancellation. The fee schedule lists $25 for it, though the statute itself says $50, so confirm the current amount at filing. Cancellation lets the Secretary of State accept service for claims from your Mississippi business. Most entities also register with the Department of Revenue for state taxes.

When your company information and the home-state certificate reach us, the application is completed and filed by our team. Your Mississippi registered agent is free for twelve months, then $149 yearly. Should anything be served on the company, it gets scanned and uploaded on the same business day, and that costs nothing extra.

What you pay now buys the registration and twelve months of agent service. The annual report each spring and tax work are separate, and Mississippi legal questions go to a licensed attorney because we do not practice law.

Corporations take a different filing in Mississippi, called a certificate of authority, rather than this LLC registration. A corporation can still use our checkout, where the total today is $699.