Mississippi: LLC Amendment and Legal-Name-Change Filing Requirements
The short answer
A Mississippi LLC amends or restates its certificate of formation by filing a Certificate of Amendment with the Secretary of State. All members must agree under the Act's express rule. The certificate states the LLC name, any delayed effective date, and the amendment or full restatement; one or more authorized persons sign and provide their capacity and addresses. The filing costs $50 and takes effect on filing unless delayed to a date certain no later than the ninetieth day.
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This is the general rule in Mississippi. Ask about your specific facts and see which parts of current Mississippi law apply, with citations to the statutes.
| 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) |
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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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