A limited liability company, or LLC, is a “hybrid” business structure that combines the best aspects of a corporation and a partnership. An LLC combines the limited liability of a traditional corporation with the pass-through tax treatment and simpler filing requirements of a partnership. For a person looking to start a small business in Mississippi, organizing as a Mississippi LLC may be prudent. Starting a Mississippi LLC is as simple as filing a document, called a Certificate of Formation, with the Mississippi Office of the Secretary of State.
Mississippi law requires that the name of an LLC include the words “limited liability company,” “L.L.C.” or “LLC.” The name of an LLC may not include terms indicating a different type of business structure, such as “bank,” “trust,” “insurance,” “incorporated,” “corporation” or “partnership.” The name of a new LLC must be distinguishable from the name of any business registered or reserved with the Mississippi Office of the Secretary of State. The Mississippi Office of the Secretary of State maintains an online search engine of all business names registered and reserved in Mississippi.
Registered Agent and Office
Mississippi law requires all registered businesses to designate a registered agent and a registered office. A registered agent is the person or business that, if a business is sued or subpoenaed, will receive service of process. A registered office is the street address of a registered agent, which must remain open during normal business hours to receive service of process. If the owner of a Mississippi LLC is a Mississippi resident, that person may serve as the registered agent and office of an LLC. If owners are not Mississippi residents, they may hire a registered agent service to serve this role. The Mississippi Office of the Secretary of State maintains a listing on its website of all registered agents licensed to serve in Mississippi.
Certificate of Formation
The Mississippi Office of the Secretary of State will only accept a Certificate of Formation that uses its form. The Certificate of Formation form requires the name of an LLC. An organizer has the option of providing the business' email address, a future date to become active and a federal tax identification number. The Certificate of Formation form requires an organizer to provide the name and address of a registered agent and office. An organizer must indicate whether the day-to-day management of the company will be vested in a manager or managers, who are employees without an ownership stake in the business. An organizer has the option of including other pertinent information in the Certificate of Formation, such as the voting rights of co-owners.
Filing and Fees
As of 2010, the filing fee is $50. The method of payment is by check, made payable to the Secretary of State. The filing address is Office of the Mississippi Secretary of State, P.O. Box 136, Jackson, MS 39205-0136.