Domestic LLC Formation Filing Requirements in Mississippi

At a glance

Requirements one by one

Governing law and filing record

Mississippi forms an ordinary domestic LLC through a Certificate of Formation under the Revised Mississippi Limited Liability Company Act. The record goes to the Secretary of State as filing type F0100.

Organizer and signature

Mississippi does not assign a special organizer title or require the signer to be a member. Under § 79-29-207, one or more authorized persons may sign. Each signer gives a name, capacity, and street and mailing address; an agent, including an attorney-in-fact, may sign.

Knowingly signing a materially false filing for delivery to the Secretary of State is a misdemeanor carrying a fine up to $1,000.

Required entity and purpose terms

The name must contain “limited liability company,” “L.L.C.,” or “LLC” and be distinguishable in the Secretary of State’s records under § 79-29-109(1)(a)–(c). The certificate requires no purpose clause. Mississippi Code § 79-29-117 permits any lawful business, purpose, or activity.

A latest dissolution date appears only when the LLC chooses a specific one. It is not a mandatory duration term.

Addresses and service fields

The statutory certificate carries the information required by § 79-35-5(a). For a listed commercial registered agent, that means the agent’s name. For a noncommercial agent, the current rule requires name, address, and email address. The certificate statute does not separately require a principal-office address.

Management and owner disclosure

Under § 79-29-201, the certificate does not require a management election, manager or member names, or ownership percentages in the Certificate of Formation. The recurring annual report under § 79-29-215(1) is different: it later identifies managers or at least one member, plus any principal officers.

Optional and restricted provisions

Members may add other matters to the certificate and may choose a specific dissolution date. Mississippi Code § 79-29-123(3) allows broad customization but preserves listed limits, including the company’s capacity to sue, Mississippi governing law, court power, and the implied covenant of good faith and fair dealing.

Filing method, fee, and attachments

The filing is created in the Secretary of State’s online system. Current instructions permit electronic submission and payment or printing the completed filing and mailing it with a check. The F0100 fee is $50.

The statute and current fee instructions identify no mandatory attachment for an ordinary domestic LLC. Follow the portal’s required-field prompts when it requests administrative data beyond the certificate’s statutory minimum.

Formation and effective date

A substantially compliant LLC forms when the Secretary of State files its certificate. The certificate may instead state a later date or time, but no later than the 90th day after filing. Mississippi Code § 79-29-1203(1) also makes payment of the $50 fee a condition of effectiveness.

What trips people up

The registered-agent email is current law even though the older compiled-code mirror predates it. The requirement came from 2021 SB 2204 and applies when the LLC uses a noncommercial agent. A filing that copies only the old name-and- address text misses that field.

The recurring annual report is not an immediate formation attachment or a publication step. It is a separate, no-fee online filing due by April 15 each year. Mississippi requires no newspaper formation notice or proof-of- publication filing for an ordinary LLC.

Common questions

Does a certified copy prove formation?

Yes. Section 79-29-201(4) makes a duly certified copy conclusive evidence of formation and prima facie evidence that the LLC exists.

May the company name include a member or manager’s name?

Yes. Section 79-29-109(1)(b) expressly permits it, subject to the rest of the name rules.

Can the signer use a copied signature?

Yes. Section 79-29-207 accepts a filed document containing a copy of a signature, however made.

Statutes and sources

• Miss. Code §§ 79-29-101, -109, -117, -123, -201, -207, and -1203 — act, name, lawful activity, certificate limits and contents, signer, formation, delay, and fee. Official Code release-78 Title 79 baseline plus current 2024 HB 1105 name text. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html and http://billstatus.ls.state.ms.us/documents/2024/pdf/HB/1100-1199/HB1105SG.pdf (accessed July 29, 2026).
• Miss. Code §§ 79-35-5 and 79-29-215 — current agent-email and annual- report fields. Official 2021 SB 2204 sent-to-Governor text. http://billstatus.ls.state.ms.us/documents/2021/pdf/SB/2200-2299/SB2204SG.pdf (accessed July 29, 2026).
• Mississippi Secretary of State business filing FAQ and fee schedule — portal workflow, payment routes, F0100, and $50 fee. https://www.sos.ms.gov/business-services/business-faqs and https://www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf (accessed July 29, 2026).
• Mississippi Secretary of State annual-report page — online-only recurring report, April 15 due date, and dissolution consequence. https://www.sos.ms.gov/business-services/annual-reports (accessed July 29, 2026).