Certificate of Authority for Mississippi LLC

Mississippi Foreign LLC

If your LLC was formed out of state but you want to do business in Mississippi, you first need to register with the Mississippi Secretary of State, a process called foreign qualification or foreign registration. Any LLC formed outside of Mississippi is considered a foreign LLC in Mississippi.

Let a professional handle your foreign registration! We’ll register your foreign LLC for $149 + state fees, which includes a full year of Mississippi registered agent service. We’ll even obtain the paperwork you need from your home state. Or, keep reading to learn how to register your foreign Mississippi LLC by yourself.

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What Happens if I Do Business in Mississippi Without Registering?

According to the Mississippi Limited Liability Company Act (MS Code § 79-29-1013 (2020)), a foreign LLC that does business in the state without registering will not be able to bring any legal actions to Mississippi courts. Plus, the Attorney General could stop you from doing business in the state. Better to register with the Secretary of State and not risk penalties and harming your company’s reputation.

What is considered to be “doing business”
in Mississippi?

Mississippi’s LLC Act doesn’t explicitly say what counts as doing business in the state. However, you would typically be considered to be doing business in Mississippi if either of the following is true:

• Your business has an office, warehouse, store, or other physical property in Mississippi.
• You have employees or contractors working for your business in Mississippi.

Not sure whether your business activities qualify? We recommend consulting an attorney to make sure you’re in the clear.

Guide to MS Foreign LLC Registration

Mississippi foreign LLC registration can only be done online, and the state fee is $250 (plus an $8 credit card fee). First you’ll need to appoint a Mississippi-based registered agent and obtain a Certificate of Existence from your home state. We’ll walk you through the process.

1. Check if your name is available in Mississippi

Use the Mississippi Business Search to find out if any other registered business in Mississippi is currently using your business name. If they are, you’ll need to choose another business name to use in Mississippi. You can register under any business name you want, as long as it follows Mississippi’s LLC naming rules (MS Code § 79-29-109):

• Must contain the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”
• Cannot include certain words that would imply that the LLC is a different type of business entity, such as “bank,” “insurance,” “trust,” “corporation,” or “partnership.”
• Cannot be the same as or confusingly similar to the name of another registered Mississippi business.

2. Appoint a Mississippi registered agent

All LLCs that do business in Mississippi need a Mississippi registered agent. You can appoint an individual or a business, but they must be based in Mississippi. For that reason, most foreign LLCs hire a registered agent service (like us!). Your registered agent must:

• Maintain a registered office in Mississippi, which must be an actual street address (not a P.O. box) and will go on the public record.
• Be physically present at this office during normal business hours.
• Accept service of process and other important legal and state mail on behalf of your business and forward it promptly to you.

With Mississippi Registered Agent™, you get reliable registered agent service for a reasonable price. We scan and upload all state and legal mail the same day we receive it, so you’ll never miss an important notice. And since privacy is our core value, we let you use our business address on state forms instead of your own wherever possible.

Get Registered Agent Service – $49/year

3. Obtain a Certificate of Existence/Certificate of Good Standing

Before you can register your foreign LLC, you need a Certificate of Existence from your home state/jurisdiction (which may be called a Certificate of Good Standing or something similar, depending on your home state). This certificate proves that your LLC is active in the state where it originated. You can request a Certificate of Existence through the same agency that formed your LLC, usually the Secretary of State’s office. When you hire us to register your foreign LLC, we’ll do the work of getting your Certificate of Existence for you.

4. Create an online account and register your out-of-state LLC

Now you’re ready to register your foreign LLC. This can only be done online, through the Secretary of State website. Here’s how:

1. Register for an online account via the Mississippi Secretary of State portal or log in to your existing account.
2. Click the option to register an out-of-state business.
3. Follow the instructions and enter your business information.
4. Attach a copy of your Certificate of Good Standing/Certificate of Existence.
5. Pay the $250 filing fee (plus $8 credit card fee) and submit your application.

You can either enter your credit/debit card number and submit your application online or print and mail your application along with a check to this address:

Mississippi Secretary of State
Business Services & Regulation
P.O. Box 136
Jackson, MS 39205-0136

Why Choose Mississippi Registered Agent?

We’re one of the fastest, most reliable Mississippi registered agent services in the business. Since we only provide registered agent service in Mississippi, all mail is scanned and uploaded locally at our Ridgeland office, allowing us to forward your mail faster than many national companies, where it may pass through multiple processing centers before reaching you.

Our service also includes perks like free annual report reminders, hundreds of state forms and document templates, and free business address use to protect your privacy.

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Mississippi Foreign LLC Registration FAQs

How much does it cost to register a foreign LLC in Mississippi?

Registering a foreign LLC with the Mississippi Secretary of State costs $250 ($258 when you pay online). You may also need to pay a small fee to obtain a Certificate of Existence from your home state.

How long does it take to register a foreign LLC in Mississippi?

If you submit your application for foreign registration online, it should only take the state 1-2 business days to process your application. If you mailed your application, processing may take a few weeks.

Do foreign LLCs file Mississippi annual reports?

Yes. All LLCs in Mississippi, including foreign LLCs, are required to file the Mississippi annual report each year. The filing window begins January 1, and the deadline is April 15. You must file your annual report online, through your Mississippi Secretary of State portal. The annual report costs $250 for foreign LLCs.

Do foreign LLCs pay taxes in both states?

Yes. LLCs need to pay taxes both in their home state and in any other state/jurisdiction where they do business. Mississippi has a flat 5% individual income tax and a state sales tax of 7%.