Mississippi: Corporation Registered-Agent Change and Resignation Requirements

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repealed the former corporation-specific office, change, resignation, and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-5.04 (repealed by 2012 Miss.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.