Do You Need A Mississippi Registered Agent?
To start a business in Mississippi, Limited Liability Companies and corporations need to file the formation paperwork. In the State of Mississippi, the LLC formation documents are called Certificate of Formation, while the corporation is called the Articles of Incorporation. But before filing this paperwork, a registered agent must be appointed.
Let’s break down what a registered agent is, what they do, their responsibilities, and more.
Mississippi Registered Agent Overview
A registered agent (also referred to as a resident agent or statutory agent in some states) is a person or company that is designated to be the official point of contact between the government and your business entity. The registered agent accepts important legal documents and notices for your company. These documents can arrive by mail or be delivered in person and are usually sensitive in nature. After receiving them, the registered agent forwards them to the appropriate people in the business.
A registered agent is required by the Secretary of State when forming a Mississippi LLC, corporation, or Limited Partnership.
Sole proprietorships and general partnerships do not need a registered agent.
The requirements for an entity to have a registered agent are formed under Mississippi Statutes § 79-35, which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must also be available during normal business hours to forward any service of process, notice, or demand pertaining to the entity to the appropriate individuals.
Penalties for Not Having a Registered Agent
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the Mississippi business without the owners knowing.
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the state’s administrative closure of the entity.
Common Questions About Mississippi Registered Agents
What is the role of a Mississippi registered agent?
A registered agent is a person your corporation or LLC chooses for receipt of official notices and lawsuits.
How is a registered agent appointed in Mississippi?
This appointment is first made in the business formation documents (Certificate of Formation or Articles of Incorporation) but can be changed at any time.
Who can be your registered agent in Mississippi?
A registered agent in Mississippi can be any resident of the state who is 18 years or older, a registered Mississippi domestic business entity, or a foreign business entity authorized to do business in the state. An entity may not be its own agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Mississippi. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a professional registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
Companies using an individual as their registered agent must obtain that agent’s permission prior to listing the agent on any forms filed with the Secretary of State.
Provided the business owner meets these requirements, they can be the registered agent for the company and not pay to hire a service.
Does Mississippi require a registered agent?
Before forming any Mississippi corporation or Limited Liability Company, it is required that a registered agent is selected.
Should you be your own Mississippi registered agent?
It is much less expensive to be as your own agent rather than hiring a registered agent service, but there are a few reasons to consider hiring one.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
Availability – Mississippi requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
How much does a Mississippi registered agent service cost?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Mississippi?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting a Change of Registered Agent Form along with a filing fee to the Mississippi Secretary of State.
After filing the form, be sure to update your corporation bylaws or LLC’s operating agreement with the new registered agent’s information.
