The Limited Liability Company (LLC) is a popular entity structure for businesses starting in Mississippi. The LLC provides personal liability protection and has the potential to save money on taxes. With our guide, you can learn how to form an LLC in Mississippi without an attorney.
Unlike a sole proprietorship or partnership where the small business owner can be held personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting the business owner’s personal assets.
Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.
Steps to Form a Mississippi LLC
Let’s break down the steps to complete the Mississippi LLC formation process.
Total Time: 10 minutes
Step 1: Choose an LLC Name
The first step in forming a Mississippi Limited Liability Company is to make sure the name you want is available.
It’s critical to do a name search before registering an LLC name, as the name of each LLC must be distinguishable from other entity names registered in the state. The Mississippi Secretary of State makes it easy to search and verify if your LLC name is available. Here is more information on how to do a Mississippi LLC name search.
In addition to the name being unique, the entity designator (identifier used at the end of the business name) must be either:
– Limited Liability Company
A comma may be used after the business name and before the designator. “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.
If there is a name you want but are not ready to register the LLC, you can file the Reservation of a Business Entity Name with the Mississippi Secretary of State. The name reservation will hold a name for up to 180 days at the cost of $25.
Before finalizing on a name, you may also want to see if a domain name is also available to have a matching website address.
Step 2: Appoint a Mississippi Registered Agent
Every LLC in Mississippi is required to have a Registered Agent. A Registered Agent will act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the LLC.
The basic requirements to be a Registered Agent in Mississippi include:
– The agent must be a Mississippi resident at least 18 years of age or a commercial Registered Agent service with a registered office in the state.
– The agent must have a physical address in the state (PO Boxes aren’t allowed).
– The agent must generally be available during normal business hours at the address provided to receive service of process.
Learn more about the requirements for a Registered Agent in Mississippi
Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or still employed. Hiring a Registered Agent Service like Northwest Registered Agent to be the Registered Agent will reduce unwanted phone calls and mailings.
Step 3: File the Mississippi Certificate of Organization
The paperwork to officially create an LLC in Mississippi is called the Certificate of Organization. To submit the paperwork, either file online through the Mississippi Secretary of State website.
When filling out the Certificate of Organization, there are a few sections and terms that can be confusing. Let’s go over a few of these sections to help get your LLC started right.
Future Effective Date – If you want the LLC to start on today’s date, leave the field blank. If you want to delay the LLC start to a date in the future, enter a date less than 90 days in the future to start.
Some will delay the LLC start date if they aren’t ready to go but want the filing out of the way or if they are close to the end of a calendar year and want to delay until the following year so they won’t have to file business taxes.
Nature of Business – This section asks for information regarding the activities of the business. To answer, you need to enter a number called NAICS (North American Industry Classification System). This code is a six-digit number that classifies and categorizes the different business industries. This information is used in reporting statistical data for each of the industries in the U.S. Remember this number as you will need it when filing annual tax returns. Find your NAICS number by clicking on the “Search for NAICS Codes” and enter the keyword(s) that most closely resemble what your business will do. Enter the code(s) in the boxes.
If the activities of your business aren’t specifically listed, choose one that is close. The filing allows for up to three codes to be entered. The first one is typically the code for the main business activity.
Signature – At least one signature from someone authorized to sign on behalf of the LLC is needed. This can be a member, manager, or non-members like an attorney or accountant, that the members give signing authority. Enter the person’s title, name, and address.
Under title, there are three options – Manager, Member, and Organizer. The definitions of these are:
– A Manager is someone the Members hired to run the LLC, similar to a CEO of a corporation.
– A Member is an owner of the LLC
– An Organizer is someone who is assisting with the formation of the LLC. This is often a Registered Agent, Attorney, or Accountant.
If you have questions, contact the Mississippi Secretary of State.
Turnaround Time: It normally takes 1-2 business days for the state to process the LLC paperwork.
Estimated Cost: 50 USD
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You have a Mississippi LLC, now what???
Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.
Prepare a Mississippi LLC Operating Agreement
The operating agreement is a document that governs the framework of an LLC. This document covers items like ownership rights, member responsibilities, how profits and losses are distributed, and more.
Most states do not require an LLC to have an operating agreement, but it is still worth considering. Without an operating agreement:
- The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit.
- Member’s personal liability protection may be diminished.
- Members may not fully understand their roles and responsibilities, which could lead to costly disputes in the future.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Federal Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, register for business licenses and permits, file federal and state taxes, and more.
There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.
Related: How to Apply for an EIN
Elect the LLC’s Form of Federal Income Taxation
One of the significant benefits of the Limited Liability Company is the tax flexibility it provides. When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:
- Sole proprietorship
While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.
Related: How can an LLC be taxed?
By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.
Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.
Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.
In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership is that the profits and losses are passed to the member’s federal income tax returns based on their percentage of ownership. As a result, the owner will pay self-employment taxes on all business profits. As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes. Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.
Before electing how your LLC will be taxed, consider talking with an accountant to assess which one will be best for you. Some tax elections, such as the C corporation, may be detrimental for some people due to double taxation.
Open an LLC Bank Account
Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:
- A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
- Copies of the original formation paperwork from the state showing the creation of the LLC.
- Driver’s licenses of the members.
- Depending on the age of the LLC, a Mississippi Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.
Apply for Business Licenses and Permits
Depending on what your business does and where it is located, there will likely be various business licenses and permits needed before starting your business. Some common registrations include:
- Business License – Some cities require businesses to obtain licensing before they can start.
- Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed.
- Sales Tax Permit – To sell products and certain services, registration with the Mississippi Department of Revenue will be necessary.
- Unemployment Insurance – Businesses with employees will need to register with the Mississippi Department of Employment Security.
Get Business Insurance
Even with the liability protection of the LLC, business insurance is important to protect the business. The most common types of insurance include:
General Liability Insurance – covers damages owed and medical expenses for accidents that happen at your place of business.
Business Property Insurance – replaces damaged, stolen, or lost business property. This includes your physical business location, equipment, supplies, and anything else you used to run your business.
Business Vehicle Insurance – covers company vehicles and may also include coverage for personal vehicles used for business-related activities. Many personal policies won’t cover your vehicle if there is an accident while being used for business purposes.
Workers Compensation Insurance – mandatory in most states if you have employees, this insurance covers medical expenses that occur because of an accident or injury that happens to one of your employees while they’re at work.
File Annual Reports
LLCs are required to file an annual report with the Mississippi Secretary of State. Unlike most states, there are no state fees to renew the LLC. The report can be filed between January 1st and April 15.
Common Questions To Starting An LLC In Mississippi
How much does it cost to start an LLC in Mississippi?
The state filing fee to start an LLC in Mississippi is $50.
Is there a yearly fee for an LLC in Mississippi?
Each year, an annual report must be filed, though there is no annual LLC fee in Mississippi.
How long does it take to start an LLC in Mississippi?
It normally takes one to two days for the LLC paperwork to be processed in Mississippi.
Do I have to pay to hire a registered agent?
No. Anyone can act as a registered agent, provided they are at least 18 years old, reside in the state, and are generally available to receive documents during normal business hours.
If I have an LLC, is a business license required?
It’s sometimes thought that the LLC and business license are the same, but they aren’t. An LLC is referred to as the business entity, which is how the business is organized to conduct business. A business license is an approval from a government entity to legally operate.
What is a Foreign Limited Liability Company?
A foreign LLC refers to an LLC that is physically operating in states outside of the state where it was formed. Physically operating means having a presence, such as having an office or employee in the state. The LLC will need to register as a foreign LLC in each state that it plans to operate.
What is a Professional Limited Liability Company?
Businesses that require occupational licensing in Mississippi, such as accountants, architects, veterinarians, etc., will want to file for a Professional Limited Liability Company (PLLC) instead of an LLC. Filing for a PLLC is very similar to that of the LLC.