Mississippi Certificate of Formation: Contents, Fee and How to File Online
Mississippi Certificate of Formation: Contents, Fee and How to File Online
If you want to form a Mississippi LLC, the Certificate of Formation is the document that creates it. Mississippi calls the LLC filing a Certificate of Formation (Form F0100), and the Mississippi Secretary of State's Business Services Division processes it. The filing fee is $50. This guide covers what the certificate must contain, what else you may pay along the way, how to file online, and what happens once the state accepts it.
Disclaimer: This article is informational, not legal or tax advice. Entity choice, ownership structure and tax treatment depend on your facts. Talk with a licensed Mississippi attorney and a CPA before you file.
What the Certificate of Formation Does
The Certificate of Formation registers your LLC with the state. Once the Secretary of State files it, the company exists as a legal entity under the Mississippi Limited Liability Company Act. The filing does not, by itself, license you to operate. Mississippi has no general statewide business license. Registering the entity with the Secretary of State is a registration, not a license, and other permissions come from separate agencies:
- Cities, towns and villages each issue their own privilege license under Miss. Code 27-17.
- Counties license only businesses located outside municipal limits.
- Industry or occupational licenses come from the state board that regulates your trade.
- A sales tax permit from the Department of Revenue is required if you make retail sales. It is a tax registration, not a license.
Required Contents Under Miss. Code 79-29-201
The statute requires the certificate to include the items below. Get each one exactly right before you submit, because the certificate is the public record of your entity.
- The LLC name, including the designator “limited liability company,” “L.L.C.” or “LLC.”
- The street address and mailing address of the registered office.
- The name and address of the registered agent.
- A dissolution date, but only if the LLC is to have one. If the company has no set end date, leave this field out.
A management statement is optional. It is not required in the certificate, so you can leave it out and still have a complete filing.
Name Rules and Name Reservation
Under Miss. Code 79-29-109, the name must contain one of the three designators above. It may include the name of a member or manager. It must also be distinguishable on the Secretary of State's records from every domestic or foreign corporation, nonprofit corporation, limited partnership, limited liability partnership or LLC registered in Mississippi and not dissolved, and from any name already reserved or registered.
Search the name in the Secretary of State business search before you file. If you need time to finish the paperwork, you can reserve the name for 180 days for $25. The state's LLC guidance PDF on name reservation explains the process. A reservation does not form the company. You still must file the Certificate of Formation.
Choosing a Registered Agent
Every Mississippi LLC must continuously maintain a registered office in the state and a registered agent to accept legal papers. Under Miss. Code 79-29-113, the agent must be one of the following:
- An individual who is a Mississippi resident.
- A domestic corporation, nonprofit corporation or LLC.
- A foreign corporation, nonprofit corporation or LLC authorized to transact business in Mississippi.
For the last two types, the agent's business office must be identical to the registered office. Either way, you need a physical Mississippi street address. A post office box does not meet the requirement.
Under the Mississippi Registered Agents Act, effective January 1, 2013, you have two options:
- Commercial agent. The agent files a listing statement with the Secretary of State for $100 and appears on the state website. The agent must accept or decline a representation within 14 days.
- Noncommercial agent. The agent does not register with the state. You must have the agent's permission before you list them as your agent.
Many owners use a commercial agent because it is easy to verify. Many also serve as their own agent if they live in Mississippi and keep a street address in the state. Either way, the agent must keep a physical Mississippi street address, because that is where service of process is delivered.
Fees at a Glance
| Item | Fee | Notes |
|---|---|---|
| Certificate of Formation (Form F0100) | $50 | Filed online through the Secretary of State portal |
| Name reservation | $25 | Holds the name for 180 days |
| Commercial registered agent listing statement | $100 | Only if you use a commercial agent |
| Fictitious business name registration (Form F0070) | $25 | Filed with the Secretary of State, not the county |
| LLC annual report (Form F0108) | $0 | Due April 15 each year; must be filed online |
The Secretary of State's published fee schedule lists no expedite fee for formation filings, so there is no paid rush option for the certificate. Online filings are handled quickly, as explained below. Before you pay for any service not shown in this table, such as certified copies, confirm the amount on the Secretary of State fee schedule.
How to File the Certificate of Formation Online
- Confirm the name is available using the business search, and reserve it first if you need time.
- Collect the registered office and registered agent details. Have the physical Mississippi street address ready, along with a mailing address if it differs.
- Decide whether you want a dissolution date. Most owners who plan a long-term company leave it out.
- Decide whether you want a delayed effective date. You can choose one, up to 90 days after filing.
- Open the Secretary of State online filing portal and select the LLC Certificate of Formation (Form F0100).
- Enter the information exactly as you want it on the public record, then review every field before you submit.
- Pay the $50 filing fee through the portal.
- Save your filed copy. Paid online filings are approved and filed immediately. Filings that need staff review are normally returned filed within 24 hours of submission.
Portal screens change over time, so follow the on-screen prompts and check them against this list. If a screen asks for a fee other than $50 for Form F0100, stop and confirm the amount on the Secretary of State site before you pay.
When the LLC Exists
The LLC exists when the Secretary of State files the certificate. If you chose a delayed effective date, the LLC exists on that date instead, as long as it falls within 90 days of filing. Mississippi's LLC Act has no publication requirement for formation, so you do not need to run a newspaper notice to form the company.
Your filing date matters for several later steps. Bank accounts, contracts and tax registrations usually ask for the formation date and the entity's exact legal name, so keep the filed copy with your company records.
What to Do After the Certificate Is Filed
Annual Report
Mississippi LLCs file an annual report (Form F0108) each year by April 15. You may file it on or after January 1, and it must be filed online. The fee is $0. Failure to file can lead to administrative dissolution, so put the April 15 deadline on your calendar as soon as the company is formed.
Assumed or Fictitious Business Names
If you will operate under a name other than the exact LLC name on the certificate, register that name with the Secretary of State on Form F0070 for $25. The registration is filed with the Secretary of State, not the county, so do not send it to the county courthouse.
Taxes
Your LLC needs a federal Employer Identification Number from the IRS for banking and payroll. Mississippi LLCs treated as pass-through entities report income on the members' Mississippi returns. An LLC taxed as a partnership does not pay the franchise tax that applies to corporations. An LLC that elects to be taxed as a corporation pays Mississippi corporate income tax, which is 0% on the first $5,000 of taxable income, 4% on the next $5,000, and 5% above $10,000. It also pays the franchise tax, which for tax year 2026 is $0.50 per $1,000 of capital above $100,000, with a $25 minimum. The franchise tax steps down to $0.25 for 2027 and is repealed effective January 1, 2028.
If you sell taxable goods or services at retail, register with the Department of Revenue for a sales tax permit. The permit carries no fee, although a bond may be required for applicants with no permanent Mississippi location. The state sales tax rate is 7%. Mississippi has no county add-on, and cities add their own levies only in Jackson and Tupelo. Confirm the current local rate with the Department of Revenue before you start collecting tax.
Local Privilege License
Check with the city, town or village where you will operate about its privilege license. Each municipality sets its own rules and fees. If your business is outside city limits, ask the county whether it requires a license. Do not assume that the Certificate of Formation covers this step.
Common Mistakes to Avoid
- Choosing a name that is too close to an existing entity. Search before you file and before you spend money on signage or branding.
- Listing a post office box as the registered office. You need a physical Mississippi street address.
- Treating the filing as a license. The Certificate of Formation does not replace city, county, industry or sales tax registrations.
- Using an agent who has not agreed to serve. A noncommercial agent must give permission first, and a commercial agent must accept or decline within 14 days.
- Missing the April 15 annual report. Failure to file can lead to administrative dissolution.
Next Steps
Filing the Certificate of Formation is a short task once the name and registered agent are settled. The harder decisions come after filing, including the operating agreement, tax classification and which local licenses your business needs. Those decisions depend on your ownership and activity, so review them with a licensed Mississippi attorney and a CPA. This article is general information only and does not replace that advice.