Mississippi: Domestic LLC Formation Filing Requirements
The short answer
A Mississippi LLC files a signed Certificate of Formation stating its compliant name, registered-agent information, and any chosen specific dissolution date; the statute does not require a purpose clause, principal-office address, management election, or owner list in the certificate. The filing fee is $50, and the LLC forms when the Secretary of State files a substantially compliant certificate or on a stated later date or time no more than 90 days afterward, with the fee paid. Mississippi requires no formation publication or one-time initial report; a separate no-fee annual report recurs online by April 15.
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This is the general rule in Mississippi. Ezel applies current Mississippi law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Revised Mississippi LLC Act; Secretary of State Certificate of Formation, Form F0100 (Miss. Code §§ 79-29-101, -201) |
|---|---|
| Organizer and signature | No organizer title or member-status condition. 1+ authorized persons sign; state signer name, capacity, street and mailing address. Agent/attorney-in-fact may sign (§ 79-29-207) |
| Required entity and purpose terms | Distinguishable name with “limited liability company,” “L.L.C.,” or “LLC”; no purpose clause. Any lawful business; optional latest dissolution date (§§ 79-29-109, -117, -201) |
| Addresses and service fields | Commercial agent name only; otherwise noncommercial agent name, address, and email. No principal-office address required in certificate (§§ 79-29-201(1)(b), 79-35-5(a)) |
| Management and owner disclosure | Certificate requires no management election, manager/member names, or owner percentages. Recurring annual report later names managers or at least 1 member (§§ 79-29-201, -215) |
| Optional and restricted provisions | Members may add other matters and a dissolution date; certificate/operating agreement remain subject to § 79-29-123's nonwaivable limits (§§ 79-29-201(1)(c), (2), 79-29-123(3)) |
| Filing method, fee, and attachments | Create filing in SOS online system; submit/pay online or print and mail with payment. $50; no ordinary-LLC attachment required by statute or current fee/filing instructions (§ 79-29-1203; SOS) |
| Formation and effective date | Formed on filing of a substantially compliant certificate, or stated later date/time up to 90 days; no filing is effective until fee is paid (§§ 79-29-201(3), -1203(1)) |
| Publication and initial follow-up | No formation publication or one-time initial report. $0 annual report recurs online by April 15; failure may cause administrative dissolution (§§ 79-29-215, -1203(1)(j); SOS) |
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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).
Source links
Every statute quoted above, linked, with the date we checked it.
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