Form a Mississippi LLC

At LawInc we are Mississippi LLC formation experts who can help you form a Mississippi LLC, the right way. We file the Mississippi LLC Articles of Organization with the Mississippi Secretary of State Corporations Division and prepare a customized operating agreement. We can also obtain the Mississippi LLC’s EIN, in an quickly as 24 hours. Let LawInc guide you through the process of forming your Mississippi LLC.

Let LawInc walk you through the Mississippi Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

Mississippi LLC Name

The first step in forming a Mississippi Limited Liability Company (LLC) is selecting the business name. Mississippi LLC names:

• Must contain the words must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.”
• The name of a Mississippi LLC must be distinguishable on the records of the Mississippi Sec. of State.

An available Mississippi LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your Mississippi LLC, prior to filing.

Mississippi LLC Formation

Mississippi LLC Filing Procedure: When forming a Mississippi LLC, the Mississippi Articles of Organization must be filed with the Mississippi Secretary of State. The Mississippi Articles of Organization must state:

• The Mississippi LLC name.
• Name and address of each Mississippi LLC organizer.
• Street address of Mississippi registered agent.
• Street address of principle place of business.

Mississippi LLC Organizers: An Mississippi limited liability company can be formed by one (1) or more organizers.

Mississippi LLC Members: Mississippi LLCs require 1 or more members. There is no residence or age requirement. Mississippi LLC members are not required to be listed in the Articles of Organization.

Mississippi LLC Duration: The period of duration of a limited liability company shall be perpetual unless the Mississippi Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

Mississippi Registered Agent: An Mississippi LLC must maintain a registered agent and office to receive service of process in Mississippi. The Mississippi registered agent should be available, at an Mississippi physical address, during normal business hours to accept important legal and tax documents on behalf of the Mississippi LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in Mississippi or (2) an individual resident of the state. A Mississippi LLC may not act as its own agent.

Mississippi LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an Mississippi LLC operating agreement should reference how the Mississippi LLC is managed, allocation of profits and losses and member capital contributions. The Mississippi LLC operating agreement does not need to be filed.

Mississippi LLC Post-Filing Requirements

Mississippi LLC Annual Report: All Mississippi LLCs must file an annual report with the Mississippi Secretary of State between January 1 and April 15. The annual report must contain all of the information included in its Certificate of Formation and any other matters the authorized person determines to include. The Mississippi annual report filing fee is $0. Failure to file on time will result in dissolution of your LLC. The Mississippi Sec. of State sends renewal postcards, annually. Foreign Mississippi LLCs have to pay a $250 report filing fee. For more information about Mississippi LLC annual report filing requirements, visit: http://www.sos.ms.gov/business_services_business_formation3.aspx

Mississippi LLC Taxes

Mississippi State Income Tax: The LLC tax rate for Mississippi is variable, depending on Mississippi taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on Mississippi LLC net income must be paid just as you would with any self-employment business.

Most Mississippi multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, Mississippi LLC profits are reported and allocated to each of the owners according to the Mississippi LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all Mississippi LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the Mississippi LLC has more than one owner, or any employees.

Mississippi LLC Dissolution/Cancellation

Mississippi LLC Dissolution/Cancellation: In order to dissolve a Mississippi LLC, the members or managers must file form F0103-Certificate of Dissolution with the Mississippi Secretary of State. The fee for filing a Mississippi Certificate of Dissolution is $50.

Acts Triggering Mississippi LLC Dissolution: A Mississippi LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.