Statement of Foreign Qualification for a Limited Liability Partnership in Mississippi

An LLP is foreign in Mississippi when the law of some other place created its status. Under section 79-13-1101 of the Uniform Partnership Act, the law of that place keeps governing the partners' relations among themselves and with the partnership, and how far they answer for partnership debts. Mississippi may not refuse to qualify an LLP just because its home law differs from the Mississippi statute.

The filing is called a statement of foreign qualification, and it matters because the status of foreign LLP, once effective, lasts regardless of changes in the partnership until the statement is cancelled. A statement does not widen what the partnership may do. It cannot carry on any business that a Mississippi partnership could not carry on as an LLP.

Section 79-13-1102 says an LLP files its statement before it transacts business in Mississippi. Section 79-13-1104 names ten activities that sit outside the term:

• Lawsuits, defending or settling
• Partner meetings and other internal matters
• Bank accounts
• Agencies for transferring the partnership's own securities
• Sales made through independent contractors
• Orders that only bind once accepted elsewhere
• Taking on debt, secured or unsecured
• Collecting debts and foreclosing on collateral
• A one-off transaction wrapped up in thirty days
• Interstate commerce

Property is treated differently

Look at what is missing from that list. An LLP does not get the "owning property without more" exclusion that Mississippi gives other entity types. Subsection (b) says the reverse. If the partnership owns, in Mississippi, land, buildings or tangible personal property that earn income (other than items covered above), that ownership is transacting business. A partnership that rents out a Mississippi building or leases equipment here should assume it has to qualify.

Subsection (c) keeps the list out of other fields: it plays no part in deciding what makes the partnership suable, taxable or regulated under separate Mississippi statutes. The Secretary of State's startup guide offers a further rule of thumb, which is that employees present in Mississippi for thirty days in total during a year trigger registration, and contractors may have to register sooner. A gray area is a job for a Mississippi attorney.

Mississippi has you file online. Once logged in to the Secretary of State's system, you select the route for out-of-state partnerships and the other foreign entity types and fill in the screens. The fee is $250 for the Statement of Qualification for Foreign LLP, FSO720 on the fee schedule. Payment by credit card, e-check or ACH is available. A printed copy mailed with a check is possible, but the state says it moves much more slowly than an online submission. Online filings are either accepted at once or checked by staff and returned within roughly a day.

Contents of the statement

Section 79-13-1102 calls for these items:

• The partnership's name, ending in an approved LLP designation
• Street address of the chief executive office
• The Mississippi registered agent's details
• An effective date later than the filing date, if you want one

The Uniform Partnership Act's foreign LLP section does not itself list a home-state certificate. The Secretary of State asks for one in practice. The online filing guidance for partnerships formed elsewhere says a good standing certificate (or existence certificate) from the home state is uploaded with the filing, and its guide for foreign businesses asks for one with a date no more than six months back.

Consider it required. The formation state sets the fee and the turnaround, so request it before logging in to Mississippi's system. Ordering the certificate is the owner's job.

An LLP name has to finish with a recognized designation, such as the short LLP or the spelled-out Registered Limited Liability Partnership (six accepted forms, set out in section 79-13-1002), and the foreign statement asks for the same ending. Check how your home-state name reads before you file, because the statement gives the name exactly.

The agent

The statement names a registered agent at an actual Mississippi street address. Under the Registered Agents Act a person or an in-state or out-of-state business can act as a noncommercial agent, and a company can also be listed with the state as a commercial agent. The state's guidance says an individual, corporation or LLC that maintains a physical Mississippi address qualifies. A noncommercial agent has to give permission beforehand, and the state does not alert that agent when a company names it. Nothing in the statute sets staffing or office hours.

The Secretary of State may begin revoking a foreign LLP's qualification for these reasons (section 79-13-1106): fees, taxes or penalties unpaid sixty days after they were due; no registered agent for sixty days or more; failure to report an agent change or resignation within sixty days; a home-state certification that the partnership dissolved or merged away; or a material misrepresentation in a filing. Notice must go out at least sixty days before revocation takes effect, and the partnership may correct the problem during that period.

Reinstatement, amendment and leaving

An application to reinstate must include a certificate from the Mississippi Department of Revenue saying the partnership has filed all required reports and paid all taxes and penalties. The fee schedule prints no reinstatement fee for foreign LLPs. An amendment to the qualification is $50, a change of registered agent is $10, and a statement of cancellation is $25.

The statute and the Secretary of State's annual report page, which lists only corporations, nonprofit corporations and LLCs, say nothing about an annual report or other periodic filing for foreign LLPs. Tax registration is its own step with the Department of Revenue.

Section 79-13-1103 limits the damage. When no statement is in effect, a foreign LLP operating here cannot start a lawsuit in Mississippi. Nothing it signed or did is undone, and it keeps the ability to defend a claim. Partners keep their liability protection even though the partnership operated without the statement.

The same section has the Secretary of State accept process on claims growing out of the Mississippi business, so a plaintiff has a path to reach the partnership. Section 79-13-1105 allows the Attorney General to bring an action restraining it. No per-day penalty or fine appears for LLPs.

LLP statements are not part of Mainstay Filing's checkout, a tool for LLC and for-profit corporation orders. The offer for an LLP is the Mississippi registered agent. The annual price is $149, and renewal does not raise it. The partners, or their lawyer, submit FSO720 themselves and enter Mainstay Filing's Mississippi street address as the agent address, which the state publishes.

Should a summons or other process reach the agent, it is scanned and sent to your account on arrival day, and nothing is charged. Three official mailings a year are scanned free too. Where a different agent holds the file today, Mainstay Filing files the replacement and passes the Mississippi fee through unchanged. See the Mississippi registered agent page for the service itself. Nothing here is legal advice.