LLC Amendment and Legal-Name-Change Filing Requirements in Mississippi
At a glance
| Governing law and covered public record | Revised Mississippi Limited Liability Company Act, Miss. Code tit. 79, ch. 29; certificate of formation, Certificate of Amendment, and amended/restated certificate filed with the Secretary of State (§§ 79-29-201, -203, -211) |
|---|---|
| Mandatory, permitted, and restatement routes | Certificate may be amended or restated at any time for a proper purpose. A known false/inaccurate or defective filing must be corrected promptly: correction within 1 year, amendment after 1 year. Restatement uses the same Certificate of Amendment route (§§ 79-29-203, -213) |
| Legal name and availability | Legal-name change uses the Certificate of Amendment. New name needs limited liability company/L.L.C./LLC and must be distinguishable; written consent plus an undertaking or a final judgment can authorize a conflict. Current prohibited words exclude bank, trust, insurance, corporation, and incorporated, but since July 1, 2024 no longer exclude partnership or limited partnership (§ 79-29-109; 2024 HB 1105) |
| Internal approval and private consents | All members must agree to an amendment or restatement (§ 79-29-203). The certificate and operating agreement govern internal affairs and may contain approval conditions, but cannot vary SOS filing/fee rules. Confirm any lender, investor, regulator, or other private consent separately; signer authority does not replace member approval (§ 79-29-123) |
| Filing contents and attachments | LLC name; a date-certain delayed effective date if not effective on filing; and the amendment or restatement text. No statutory file number, original filing date, approval recital, member list, or notarization. Portal fields and change-specific consent/judgment attachments may add administrative requirements (§§ 79-29-203, -207, -211) |
| Signer, filing channel, and fee | One or more authorized persons; agent/attorney-in-fact may sign. State signer name, capacity, street address, and mailing address; signature copy accepted. Create filing in SOS online system and submit/pay online or print and mail with check. $50 (§§ 79-29-207, -1203; SOS FAQ/fee schedule) |
| Effective time, delay, and rejection | Effective on filing or stated date certain no later than day 90; fee must be paid. Current baseline gives SOS 10 days to return a refusal with written reason; 2025 SB 2420 and 2026 HB 1416 proposed 30 days but died. Chancery appeal available (§§ 79-29-203, -211, -1203) |
| Correction, change, report, and assumed-name alternatives | Within 1 year use $50 correction for false/inaccurate or defective/erroneous execution; after 1 year use $50 amendment, effective on filing. Use separate $10 F0010 agent/office change; current annual report updates agent, principal office, manager/member, officer, and business fields. F0070 separately registers a fictitious business name for $25 (§§ 79-29-213, -215; SOS) |
| Post-filing records, registrations, and status effect | Keep certificate, powers of attorney, effective operating agreement, member/manager list, and member-accessible amendments. Filed records give public notice; accepted amendment changes the certificate but not private or foreign records automatically. Certificate of existence still depends on no effective dissolution, paid fees, and current annual report (§§ 79-29-115, -217, -219, -315) |
Requirements one by one
Governing law and public certificate
The Revised Mississippi Limited Liability Company Act governs an ordinary domestic LLC. Its public formation record is the certificate of formation. Miss. Code §§ 79-29-203 and -211 call the later filing a Certificate of Amendment and use it for both an amendment and a restatement.
The public certificate is separate from the operating agreement, annual report, registered-agent statement, and fictitious-business-name registration.
Amendment, restatement, and accuracy duty
Section 79-29-203 permits amendment or restatement at any time for a proper purpose. The restatement route is not a second form of entity: it replaces the certificate text through the same Certificate of Amendment filing.
Section 79-29-213 adds the accuracy rule. Once a member or manager learns that a formation certificate or other filing was false, inaccurate, defectively executed, or erroneously executed, the person must act promptly. Within one year the correction certificate route is available; after one year the defect is corrected by amendment.
Legal name and availability
A legal-name change amends the certificate under § 79-29-203. Current § 79-29-109, as amended by 2024 HB 1105, requires an LLC designator and a name distinguishable from active or reserved entity names on the Secretary of State's records. Written consent plus an undertaking to change the conflicting name, or a qualifying final judgment, can authorize an otherwise unavailable name.
The 2024 amendment matters: partnership and limited partnership are no longer on the prohibited-word list. Bank, trust, insurance, corporation, and incorporated wording remains restricted by the current text. Availability is not trademark clearance or regulated-business approval.
Internal approval and private consents
Mississippi is explicit: § 79-29-203 says all members must agree to an amendment or restatement. Preserve the written approval record even though the filed certificate does not recite the vote.
Miss. Code § 79-29-123 makes the certificate and operating agreement the principal internal governance documents and permits broad customization, but bars varying the chapter's Secretary of State filing and fee provisions. Review those documents and any lender, investor, licensor, or regulator consent separately. An authorized signature proves filing authority, not the required member vote.
Filing contents and attachments
The statutory minimum has three items: the LLC's name, a date-certain future effective date if the filing will not be effective immediately, and the exact amendment or restatement text. The statute does not require the original filing date, a business ID, an approval recital, a member list, or notarization.
The online portal may ask for the Mississippi Business ID and other routing information. A conflicting-name consent, final judgment, or regulated-word approval is attached only when the proposed name makes it necessary.
Signer, filing channel, and fee
Under § 79-29-207, one or more authorized persons may sign, and an agent or attorney-in-fact may sign. The signer states name, capacity, street address, and mailing address. A copied signature is acceptable; the ordinary certificate does not require acknowledgment or notarization.
The current Secretary of State schedule lists F0101, MS LLC Certificate of Amendment, at $50. The business FAQ says filings may be created, submitted, and paid online. A filer avoiding online payment may complete the form online, print it, and mail it with a check.
Effective time and rejected filings
Under §§ 79-29-203 and -211, the filing takes effect when filed unless it states a date certain no later than the 90th day after filing. Miss. Code § 79-29-1203 makes payment of the applicable fee a condition of effectiveness.
Current § 79-29-211 gives the Secretary of State 10 days to return a refused document with a brief written explanation. The LLC may petition the chancery court where its principal office is or will be located to compel filing. The 2025 and 2026 bills that proposed expanding the return period to 30 days both died and are not current law.
Correction, agent, report, and fictitious-name alternatives
Use § 79-29-213's Certificate of Correction within one year of the filing being corrected. It identifies the defect, supplies corrected text, and relates back except for people substantially and adversely affected. The fee is $50. After one year, use the $50 amendment route; that corrective amendment is effective when filed.
Do not use the formation-certificate amendment for every operational update. The current fee schedule lists separate $10 Form F0010 for a registered-agent or registered-office change. Current § 79-29-215 places agent email/address, principal-office, manager or member, officer, operating-agreement, and business information in the recurring annual report, which is free for a domestic LLC.
If the company wants another business-facing name without replacing its legal name, the fee schedule lists separate Form F0070, Fictitious Business Name Registration, at $25.
Accepted filing, records, registrations, and status
Section 79-29-211 directs the Secretary of State to return an acknowledged copy of the filed certificate. Sections 79-29-115 and -315 require core company records and give members access to the certificate and all amendments. Preserve the accepted filing, member approval, powers of attorney, and conforming operating-agreement and authority records.
Under § 79-29-217, properly filed records give public notice of their stated information. That does not automatically update tax, licensing, permit, bank, contract, property, trademark, domain, insurance, or foreign-registration records.
Section 79-29-219 ties the certificate of existence to formation, nondissolution, paid fees, and the most recent annual report. An accepted amendment does not by itself cure a separate report, fee, or dissolution defect.
Statutes and sources
- Miss. Code §§ 79-29-115, -123, -203, -207, -211, -213, -217, and -219. Official enacted baseline for amendment/restatement, approval, signer, effect, correction, records, notice, and status. Official 2010 HB 683 (accessed 2026-08-21 through exact-URL fallback)
- Miss. Code § 79-29-1203. Current permanent filing-fee text. Official 2015 SB 2542 (accessed 2026-08-21 through exact-URL fallback)
- Miss. Code § 79-29-109. Complete current name section, effective July 1, 2024. Official 2024 HB 1105 (accessed 2026-08-21)
- Miss. Code § 79-29-215. Current annual-report contents, including agent email. Official 2021 SB 2204 (accessed 2026-08-21)
- Mississippi Secretary of State fee schedule and Business FAQs. Current $50 amendment/correction fee, $10 agent change, $0 domestic report, $25 fictitious-name filing, and online/mail workflow. Fee schedule and FAQ (accessed 2026-08-21)
Source links
Every statute quoted above, linked, with the date we checked it.
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