Complete guide to forming LLCs, corporations, nonprofits, and professional entities in Mississippi β with Magnolia State regulations and compliance requirements
Mississippi offers a comprehensive menu of business entity types with competitive fees and streamlined online filing. Whether you're launching a startup, managing a professional practice, or establishing a nonprofit, Mississippi provides modern business statutes with low formation costs and FREE annual reports for domestic LLCs.
The Mississippi Secretary of State Business Services Division recognizes the following business entity types:
| Factor | Mississippi | Delaware | Texas |
|---|---|---|---|
| LLC Formation Fee | $50 | $90 | $300 |
| LLC Annual Report (Domestic) | FREE | $300/year | None (PIR only) |
| Corp Formation Fee | $50 | $89 | $300 |
| Corp Annual Report | $23.25/year | $50/year + franchise tax | None (PIR only) |
| Online Filing | β Yes | β Yes | β Yes |
If your business is formed in another state but conducts business in Mississippi, you must register as a foreign entity. Foreign registration fees are significantly higher:
"Doing business" in Mississippi generally includes:
This table provides a high-level comparison of Mississippi's business structures. Scroll horizontally on mobile devices.
| Factor | Sole Prop | General Partnership | LP | LLP | LLC | Corporation | Nonprofit | PC/PLLC |
|---|---|---|---|---|---|---|---|---|
| Liability Shield | β None | β Joint & several | β οΈ GPs: none; LPs: limited | β Yes (except own acts) | β Yes | β Yes | β Yes | β Yes (except own malpractice) |
| Tax Default | Schedule C | Pass-through (K-1) | Pass-through (K-1) | Pass-through (K-1) | Pass-through (or elect C-corp) | C-corp (or elect S-corp) | Tax-exempt (if 501(c) qualified) | C-corp, S-corp, or pass-through |
| Formation Fee | $0 | $0 (if unregistered) | $50 | $250 | $50 | $50 | $52.12 | $50 |
| Annual Report | β No | β No | β No | β No | FREE (domestic) | $23.25 | $10 (or $20 biennial) | FREE (PLLC) or $23.25 (PC) |
| Owner Restrictions | 1 person only | 2+ persons | 1+ GP, 1+ LP | 2+ partners | 1+ members | 1+ shareholders | N/A (members/directors) | Licensed professionals only |
| Best Use Cases | Solo freelancers, minimal risk | Small partnerships, low formality | Real estate, passive investors | Law/accounting firms | Most small/mid businesses | VC-backed startups, going public | Charities, foundations | Lawyers, doctors, CPAs, etc. |
Domestic LLCs in Mississippi enjoy FREE annual reports, making ongoing compliance costs significantly lower than most states. This can save hundreds of dollars per year compared to states like Delaware ($300/year) or foreign LLCs in Mississippi ($250/year).
Mississippi has adopted a modern LLC statute with broad freedom of contract in operating agreements, allowing flexible management structures, distribution arrangements, and custom governance provisions.
Mississippi LLCs are formed by filing a Certificate of Formation with the Mississippi Secretary of State Business Services Division.
| Requirement | Details |
|---|---|
| LLC Name | Must include "Limited Liability Company," "LLC," or "L.L.C." and be distinguishable on state records |
| Principal Office Address | Physical address (can be in or outside Mississippi) |
| Registered Agent | Name and physical Mississippi street address (no PO boxes); agent must consent |
| Management Structure | Member-managed or manager-managed (optional to specify) |
| Organizer | Name and address of person forming the LLC |
| Effective Date | Upon filing or specify future date |
| Filing Method | Fee | Processing Time |
|---|---|---|
| Online Filing | $50 | Typically within 24 hours |
| Mail Filing | $50 | Longer processing time |
While Mississippi does not require you to file an operating agreement, having a written operating agreement is strongly recommended. The operating agreement governs internal operations and member relationships.
Key provisions to address:
| Entity Type | Annual Report Fee | Due Date |
|---|---|---|
| Domestic LLC | FREE | January 1 - April 15 |
| Foreign LLC | $250 | January 1 - April 15 |
Domestic Mississippi LLCs file annual reports for FREE β one of the lowest ongoing compliance costs in the nation. Compare this to Delaware ($300/year), California ($20 + $800 franchise tax), or even foreign LLCs in Mississippi ($250/year).
| LLC Type | Default Federal Tax | Can Elect |
|---|---|---|
| Single-member LLC | Disregarded entity (Schedule C) | C-corp or S-corp |
| Multi-member LLC | Partnership (Form 1065, K-1s) | C-corp or S-corp |
Mississippi allows licensed professionals to form Professional LLCs (PLLCs) for the practice of their profession, governed by Mississippi Code Title 79, Chapter 29, Article 9.
| Requirement | Details |
|---|---|
| Members | All members must be licensed in the SAME profession (single-profession requirement) |
| Managers | If manager-managed, managers must be licensed professionals |
| Name | Must end with "Professional Limited Liability Company," "P.L.L.C.," or "PLLC" |
| Formation Fee | $50 |
| Annual Report | FREE (same as domestic LLC) |
| Liability | No shield for own malpractice; PLLC protects from other members' malpractice and general business debts |
Flexible general business corporation statute supporting both closely held and widely held corporations, with detailed provisions on governance, shares, and fiduciary duties.
Corporations are formed by filing Articles of Incorporation with Mississippi Secretary of State.
| Requirement | Details |
|---|---|
| Required? | β Yes |
| Annual Fee | $22 + $1.25 e-filing fee = $23.25 |
| Biennial Option | $40 (file every 2 years instead of annually) |
| Due Date | January 1 - April 15 |
| Tax Election | How It Works |
|---|---|
| C-Corporation (default) | Entity-level tax on corporate income (4%-5% Mississippi corporate income tax); dividends taxed to shareholders (double taxation) |
| S-Corporation (election) | Pass-through tax; income flows to shareholders on K-1; must meet IRS eligibility (β€100 shareholders, all U.S. individuals/estates/trusts, one class of stock) |
Mississippi offers a unique Pass-Through Entity Tax Election (enacted via HB1691 in 2022) that allows:
Mississippi authorizes Professional Corporations for licensed professionals who want corporate structure with professional practice limitations.
| Requirement | Details |
|---|---|
| Purpose | PC must be organized solely for practice of licensed profession |
| Shareholders | Only licensed professionals in same field (or entities composed of them) |
| Directors/Officers | Must be licensed professionals |
| Name | Must comply with licensing board rules (typically include profession or "P.C.") |
| Filing | Articles of Incorporation with professional designation |
| Filing fee | $50 |
| Annual report | $23.25 (annual) or $40 (biennial) |
A professional corporation does not shield individual professionals from personal liability for their own malpractice or negligence. The PC limits liability for:
Each professional remains personally liable for their own professional acts.
| Factor | Professional Corporation (PC) | Professional LLC (PLLC) |
|---|---|---|
| Structure | Corporation | LLC |
| Statute | Title 79, Chapter 10 | Title 79, Chapter 29, Article 9 |
| Tax default | C-corp (can elect S-corp) | Pass-through (can elect C-corp/S-corp) |
| Formality | High (board, bylaws, minutes) | Medium (operating agreement) |
| Formation fee | $50 | $50 |
| Annual report | $23.25 (or $40 biennial) | FREE |
| Liability shield | Yes (except own malpractice) | Yes (except own malpractice) |
| Best for | Traditional firms; S-corp tax planning | Modern firms; pass-through simplicity; FREE annual reports |
Professional LLCs in Mississippi file annual reports for FREE, while Professional Corporations pay $23.25 annually. This ongoing cost savings can make PLLCs more attractive for many professional practices.
Each partner is jointly and severally liable for all partnership debts and obligations. One partner's actions can bind the entire partnership and expose all partners to personal liability.
| Requirement | Details |
|---|---|
| Filing | Certificate of Limited Partnership |
| Fee | $50 |
| Annual Report | Not required |
| Requirement | Details |
|---|---|
| Filing | Statement of Qualification |
| Fee | $250 (higher than most entity types) |
| Name requirement | Must include "LLP," "L.L.P.," or "Limited Liability Partnership" |
| Annual Report | Not required |
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, or misconduct of another partner or employee. Each partner remains liable for their own acts.
Mississippi recognizes LLLPs β limited partnerships where even general partners have limited liability protection.
| Requirement | Details |
|---|---|
| Filing | Articles of Incorporation (nonprofit version) |
| Formation Fee | $52.12 |
| Annual Report | $10 (annual) or $20 (biennial) |
| Due Date | January 1 - May 15 |
According to Mississippi Code Section 79-11-201, nonprofit purposes must be limited to one of:
Forming a Mississippi nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
Religious corporations are governed within Mississippi Code Title 79, Chapter 11 (Nonprofit, Nonshare Corporations and Religious Societies).
| Requirement | Details |
|---|---|
| Filing | Articles of Incorporation (religious corporation) |
| Formation Fee | $52.12 (same as nonprofit) |
| Annual Report | $10 (annual) or $20 (biennial) |
| Due Date | January 1 - May 15 |
| Charitable Solicitation | Exempt from registration requirements |
| Service | Fee | Notes |
|---|---|---|
| LLC Certificate of Formation | $50 | Online or mail |
| Corporation Articles of Incorporation | $50 | For-profit corporation |
| Nonprofit Articles of Incorporation | $52.12 | Nonprofit/religious corporations |
| Professional Corporation | $50 | Same as for-profit corp |
| Professional LLC (PLLC) | $50 | Same as LLC |
| Limited Partnership Certificate | $50 | LP or LLLP |
| LLP Statement of Qualification | $250 | Convert GP to LLP |
| Foreign For-Profit Corporation | $500 | Significantly higher than domestic |
| Foreign LLC | $250-$258 | Register to do business in MS |
| Foreign Nonprofit Corporation | $100 | Register to do business in MS |
| Name Reservation | $25 | 180 days |
| Fictitious Business Name (DBA) | $25 | Renewal every 5 years ($25) |
| Certificate of Good Standing | $25 | Per certificate |
| Certificate of Amendment | $50 | Amend formation documents |
| Certificate of Dissolution/Cancellation | $25 | Dissolve entity |
| Change of Registered Agent | $10 | Update registered agent |
| Entity Type | Annual Report Fee | Biennial Option |
|---|---|---|
| LLC (domestic) | FREE | N/A |
| LLC (foreign) | $250 | N/A |
| PLLC (domestic) | FREE | N/A |
| Corporation (for-profit) | $23.25 | $40 (every 2 years) |
| Professional Corporation | $23.25 | $40 (every 2 years) |
| Nonprofit Corporation | $10 | $20 (every 2 years) |
| Religious Corporation | $10 | $20 (every 2 years) |
| Cooperative | $10 | $20 (every 2 years) |
| Limited Partnership | Not required | N/A |
| LLP | Not required | N/A |
Mississippi Code Title 79, Chapter 37 provides a comprehensive framework for entity conversions and domestications, allowing businesses to:
These transactions are filed with the Mississippi Secretary of State using specific conversion/domestication forms.
| Entity Type | Annual Report Required? | Fee | Due Date |
|---|---|---|---|
| LLC (domestic) | β Yes | FREE | January 1 - April 15 |
| LLC (foreign) | β Yes | $250 | January 1 - April 15 |
| Corporation (for-profit) | β Yes | $23.25 (or $40 biennial) | January 1 - April 15 |
| Nonprofit Corporation | β Yes | $10 (or $20 biennial) | January 1 - May 15 |
| Religious Corporation | β Yes | $10 (or $20 biennial) | January 1 - May 15 |
| Limited Partnership | β No | N/A | N/A |
| LLP | β No | N/A | N/A |
Mississippi does not impose late fees for missed annual reports. However, failure to file triggers administrative dissolution procedures:
| Tax Type | Details |
|---|---|
| Applicable Entities | C corporations, S corporations doing business in Mississippi |
| Tax Rates | Progressive: 4% to 5% (depending on income level) |
| Filing Requirement | ALL corporations must file, even if inactive or not earning income |
| Form | MS Form 83-3 (Corporate Income and Franchise Tax Return) |
| Estimated Payments | Required if annual tax liability exceeds $200 |
| Tax Component | Details |
|---|---|
| Applicable Entities | C corporations and foreign corporations doing business in Mississippi |
| Tax Rate | $1.00 per $1,000 of capital employed value |
| Minimum Tax | $25 annually |
| Calculation Basis | Value in excess of $100,000 OR assessed property values in state (whichever is greater) |
| Filing | Due with corporate income tax return (same return) |
Mississippi offers a unique tax planning opportunity for pass-through entities:
| Tax Component | Details |
|---|---|
| State Sales Tax Rate | 7% |
| Total Rate (with local) | 7%-8%+ (depending on location) |
| Who Must Register | All in-state retailers; remote sellers with annual sales > $250,000 to MS customers |
| Registration Fee | FREE |
| Registration Method | Online through MS Department of Revenue Taxpayer Access Point (TAP) |
| Processing Time | 2-3 weeks |
Core Requirements:
I handle Mississippi entity formations as an attorney-led service. You work directly with meβan experienced business attorneyβthrough the entire process.
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
| Service | Fee |
|---|---|
| Foreign LLC/Corp registration (Certificate of Authority) | $800+ |
| S-corp election (Form 2553 preparation and filing) | Included in Standard/Advanced |
| PTE tax election (Form 84-381 preparation and filing) | $400 |
| Professional corporation/PLLC setup (with licensing board coordination) | $1,500+ |
| Entity conversion (LLC β Corp, etc. using Chapter 37 framework) | $1,500+ |
| Registered agent service (annual) | $200/year |
| Annual report filing service (for corporations/nonprofits) | $150/year |
| Mississippi sales tax registration | $300 |
Ready to form your Mississippi business entity? Let's discuss your needs and determine the right structure.
Let's discuss your entity structure, tax strategy, and Mississippi compliance roadmap.
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