Corporation Registered-Agent Change and Resignation Requirements in Mississippi
At a glance
| Governing law, entity, agent, and scope | Mississippi Registered Agents Act, Miss. Code §§ 79-35-1 to -19, plus Business Corporation Act reporting/default provisions; ordinary domestic private corporation as represented domestic filing entity, not provider contract or foreign qualification (§§ 79-35-2, 79-4-14.20 to -14.21) |
|---|---|
| Continuous agent and office; eligibility | Maintain an agent to avoid 60-day default; commercial agent or noncommercial individual/domestic/foreign entity with Mississippi physical address; noncommercial record includes email; entity must notify agent, provide forwarding address, and obtain consent (§§ 79-35-2(13), -4 to -5, 79-4-14.20(3)) |
| Corporation change authority and internal approval | Corporation files statement changing information on file; interest holders and governors need not approve, and statute states no separate board or shareholder threshold (§ 79-35-8(a)-(b)) |
| Statement contents, signer, consent, and filing | State entity name and resulting commercial-agent name or noncommercial name, Mississippi street/mailing address, and email; sign on entity's behalf; appointment affirms prior notice, forwarding address, and consent; SOS uses online existing-business amendment, not separate paper form (§§ 79-35-4 to -5, -8; SOS FAQ) |
| Registered-office and agent-office address rules | Actual Mississippi street address plus different Mississippi mailing address; SOS describes physical in-state address; current Chapter 35 records agent address rather than a separately maintained corporation registered office (§§ 79-35-4 to -5; 2012 HB 1162 §§ 123-126) |
| Agent-initiated, bulk, and commercial-agent changes | Noncommercial agent files name/address/email change per entity with prompt notice; one commercial filing changes name, address, email, type, or jurisdiction for all represented entities with prompt notice; unfiled commercial address move permits cancellation (§§ 79-35-9 to -10) |
| Agent resignation, notice, delay, and successor gap | Signed statement names entity and agent and states resignation; certify written notice sent at least 30 days before filing to each entity's last-known principal office and list each notice name/address; effective earlier of day 31 or successor; good standing irrelevant; contracts survive (§ 79-35-11) |
| Effective time, fee, report, and correction routes | Change effective on filing; $10 per entity, maximum $1,000; resignation free; commercial listing $100 and termination $50; $25 corporate annual report must carry current agent information; $50 correction fixes original inaccuracy or execution defect, not a later change (§§ 79-35-3, -6, -8 to -10, 79-4-1.24, 79-4-16.22; SOS fee schedule/FAQ) |
| Service, default, dissolution, foreign, and contract boundaries | If no agent or diligent service fails, serve governors under court rules, then Secretary of State; failed notice/demand may go to person in charge at regular business; 60-day agent lapse or reporting lapse starts proceedings, followed by first-class written notice and 60-day cure; agent authority survives dissolution (§§ 79-35-13 to -14, 79-4-14.20 to -14.21) |
Requirements one by one
Governing law, entity, agent, and scope
Miss. Code §§ 79-35-1 to -2 place an ordinary corporation inside the common Mississippi Registered Agents Act as a domestic filing entity. The 2012 act repealed the former corporation-specific office, change, resignation, and service provisions; corporate annual-report and administrative-default rules remain in the Business Corporation Act.
Continuous agent and office; eligibility
Under §§ 79-35-4 to -5, the corporation chooses a listed commercial agent or a noncommercial individual, domestic entity, or foreign entity. The Secretary of State describes the practical location rule as a physical Mississippi address. For a noncommercial agent, the public filing also carries an email address. A 60-day period without an agent triggers § 79-4-14.20(3).
Corporation change authority and internal approval
Miss. Code § 79-35-8(a)-(b) authorizes a statement signed on the corporation's behalf and expressly dispenses with approval by interest holders or governors. The section therefore adds no separate shareholder or board vote to whatever authority the corporation's own governance documents require of the signer.
Statement contents, signer, consent, and filing
The statement gives the entity name and all resulting information required by § 79-35-5: a commercial-agent name, or the noncommercial agent's name, email, street address, and different mailing address. Appointment is an affirmation that the corporation first notified the agent, supplied the forwarding address used for served material, and obtained consent. The current SOS FAQ says the company uses an online existing-business amendment rather than a separate paper change form.
Registered-office and agent-office address rules
Miss. Code §§ 79-35-3 to -4 establish the fee and address framework. Section 79-35-4 requires an actual Mississippi street address and a Mississippi mailing address when different. Chapter 35 records the agent and that address, not a separately maintained corporation registered office: Miss. Code §§ 79-4-5.01 to -5.04 (repealed by 2012 Miss. HB 1162 §§ 123-126) formed the former corporation office-and-agent article.
Agent-initiated, bulk, and commercial-agent changes
A commercial listing under Miss. Code § 79-35-6 includes the agent's email, Mississippi delivery address, and alphabetical represented-entity list. A noncommercial agent files separately for each entity under Miss. Code § 79-35-9 and promptly gives the entity notice. A commercial agent uses one Miss. Code § 79-35-10 filing to change its name, street/mailing address, email, entity type, or jurisdiction for every represented entity, again with prompt notice. Moving without filing permits the Secretary to cancel the commercial listing with termination effect.
Agent resignation, notice, delay, and successor gap
Mississippi stacks two clocks in § 79-35-11. At least 30 days before filing, the agent sends written notice to each represented entity's last-known principal office, then certifies that notice and lists each name and address in the filed statement. The appointment ends on the earlier of day 31 after filing or a new agent's appointment; the route remains available when the entity is not in good standing and preserves contract rights.
Commercial-listing termination and the entity-change route under Miss. Code §§ 79-35-7 to -8 are different: termination takes effect on day 31, requires notice to every represented entity, and does not use the ordinary resignation's 30-day prefiling certification.
Effective time, fee, report, and correction routes
Entity and agent change statements under §§ 79-35-8 to -10 take effect on filing. Section 79-35-3 and the current fee schedule set $10 per entity, capped at $1,000 for a statement of change; resignation is free, commercial listing is $100, and commercial termination is $50.
The $25 corporate annual report must include current § 79-35-5 agent information, and the SOS portal instructions tell the filer to update its prepopulated data before submitting. Articles of correction under §§ 79-4-1.24 and 79-4-16.22 cost $50 and address an inaccuracy, defective execution, or defective transmission in the original filing; they are not the route for a later real-world change.
Service, default, dissolution, foreign, and contract boundaries
If no agent exists or diligent service on the agent fails, §§ 79-35-13 to -14 treat the corporation's governors as service agents under the Mississippi Rules of Civil Procedure; if diligent service on them also fails, process goes to the Secretary of State. A notice or demand that cannot be made through those routes may be handed to the manager or other individual in charge at a regular business location.
Under §§ 79-4-14.20 to -14.21, 60 days without an agent or failure to report an agent change or resignation within 60 days permits dissolution proceedings. The Secretary gives written determination notice, which may use first-class mail, and the corporation then has another 60 days to correct or disprove each ground. Administrative dissolution does not terminate the agent's authority; the separate reinstatement process and any private provider contract remain outside this filing survey.
What trips people up
The portal's use of the word “amendment” does not turn an agent change into the $50 articles-of-amendment filing: the current fee schedule separately lists the profit-corporation agent statement at $10. The other common timing error is filing a resignation immediately after notice; Mississippi requires the written notice to precede filing by at least 30 days.
Common questions
Does the new agent have to consent?
Yes. The filing affirms notice, a forwarding address, and consent. Mississippi also requires permission before a company lists a noncommercial agent.
May an agent update every represented company at once?
A commercial agent's filing changes its information for all represented entities. A noncommercial agent files separately for each entity, so the $10-per-entity fee and $1,000 cap matter.
Does appointing a successor accelerate resignation?
Yes. After the required 30-day prefiling notice, the filed resignation ends on the earlier of day 31 or the successor's appointment.
Does the annual report contain agent information?
Yes. It must state current agent information, and the online workflow tells the filer to update the prepopulated record before submitting the report.
Statutes and sources
- Miss. Code §§ 79-35-1 to -19, enacted by official 2012 HB 1162 and updated by official 2021 SB 2204, accessed 2026-08-23.
- Miss. Code §§ 79-4-1.24, 79-4-14.20 to -14.21, and 79-4-16.22, release-78 Official Code Title 79 with official amendment sweep, accessed 2026-08-23.
- Mississippi Secretary of State Business FAQs, Registered Agents page, Annual Reports page, and Business Documents Filing Fees, accessed 2026-08-23.
Source links
Every statute quoted above, linked, with the date we checked it.
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