How to Start an LLC in Mississippi?
Navigating the complex laws for starting an LLC in Mississippi can be overwhelming, but we're here to guide you through the process.
It's important to note that LLC requirements vary by state, so make sure you are familiar with Mississippi's laws before moving forward. Here are the general steps:
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1. Choose a Name for Your Mississippi LLC
Before registering your LLC, you need to select a name to include in your articles. The name must comply with Mississippi's naming regulations.
Here are the key requirements to keep in mind:
- Your business name must include "Limited Liability Company," "LLC," or "L.L.C."
- The name cannot include words associated with government agencies (e.g. State Department, CIA, FBI, Treasury).
- Your name must be unique and not already used by another business in the state. You can check the Secretary of State's website for name availability.
- The name must be distinguishable from other businesses in Mississippi. For a full list of Mississippi's naming rules, please refer to the relevant guidelines.
- Certain restricted words (e.g. bank, lawyer, attorney, credit union) may require additional documentation and licensing.
2. Select a Registered Agent in Mississippi
To form your Mississippi LLC, you must appoint a registered agent. What is a Registered Agent? A registered agent is a person or business entity that will receive legal documents on behalf of your business. They serve as your business's primary contact with the state.
Who can be a Registered Agent?
The registered agent must be a resident of Mississippi or a corporation authorized to do business in the state. You may also choose an individual within the company, including yourself, as the registered agent.
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3. File Mississippi LLC Certificate of Formation
Next step is to file a Certificate of Formation for your Mississippi LLC through the Secretary of State's online portal. This document officially recognizes your LLC as a business entity and requires a filing fee.
Create Secretary of State Online Account The Secretary of State's online portal is the only way to file your LLC registration documents.
You need to create a Registered Filer account with a username, password, and business email address.
Information Required for Certificate of Formation
For your LLC Certificate of Formation, you need:
- LLC's official name
- Business email address
- Registered agent's name and address
- One incorporator's name
- Effective date (immediate or within 90 days of filing)
- NAICS Code (federal business classification system)
Filing Your Certificate of Formation
To file the Certificate of Formation, log into your Registered Filer account on the Secretary of State's website and follow the submission process.
Mississippi LLCs can be member-managed or manager-managed. Member-managed means the owners are the managers, which is the default under state law.
Manager-managed means outside managers or appointed members handle operations, which is helpful if some members don't want management responsibility. Designate the management structure in the Certificate of Formation.
4. Make an Operating Agreement
An Operating Agreement is not a mandatory requirement in Mississippi, but is highly recommended. It's an internal document outlining how your LLC will be operated, and is not filed with the state.
This document defines the rights and responsibilities of the members and managers, including management procedures. By having an Operating Agreement, you can maintain limited liability and demonstrate that your LLC is a separate business entity.
If you don't have an Operating Agreement, the state LLC laws will govern your LLC's operations.
The Operating Agreement should include:
- Percentage interests of members in the LLC
- Voting powers of members
- Allocation of profits and losses
- Rights and responsibilities of members
- Procedures for holding meetings and taking votes
- Buyout or buy-sell provisions, which outline what happens when a member wants to sell their interest, passes away, or becomes disabled.
5. Get an Employer Identification Number (EIN)
An Employer Identification Number (EIN), also known as a Federal Employer Identification Number (FEIN) or Federal Tax Identification Number (FTIN), is a 9-digit identifier assigned by the IRS to help identify businesses for tax purposes. It functions like a Social Security Number for a business.
You will need an EIN if you plan to:
- Open a business bank account
- File and manage Federal and State Taxes
- Hire employees
If you already have an EIN for your sole proprietorship, you will need to obtain a new one upon converting to an LLC. You can get an EIN for free from the IRS either online or by mail.
6. Get Business Licenses and Permits
The required business licenses in Mississippi depend on your business activity and location. The primary statewide permit, known as a seller's permit, is required if you plan to sell or lease goods or services that are subject to sales tax.
You can obtain this permit through the Mississippi Department of Revenue portal.
Additionally, you may need to obtain additional licenses from local Mississippi county government office. If you plan to sell restricted items such as alcohol, tobacco, or firearms, you may also need specific permits. Check with your county's office for more information.
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