How to Form a Foreign Limited Liability Company in Mississippi – Application for Registration of Limited Liability Company

The Mississippi Application for Registration of Limited Liability Company is an online form supplied by the Mississippi Secretary of State to foreign Limited Liability Companies seeking to do business in the State of Mississippi. The Filing Fee for this application is $250.00. This is payable by check (made out to “Mississippi Secretary of State”), credit card, e-check, or a valid ACH account. You must fill out and generate this form online using the Mississippi Secretary of State.

Whether you file this application online or by mail, it must be accompanied by a Certificate of Good Standing. This may only be obtained from the governing body of the foreign Limited Liability Company’s home state or state of jurisdiction. This entity may be that location’s Secretary of State or Custodian of Records for example. The Certificate of Good Standing must bear an issue Date within six months of the Application Date.

How To File

Step 1 – Go to the Mississippi Secretary of State Business Portal by clicking here: https://corp.sos.ms.gov/corp/portal/c/page/login/portal.aspx. You will need to supply your Username and Password in the Login Area of the page then select the button labeled “Login.”

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Step 2 – Locate the link labeled “Register an Out-of-State Corporation, Non-Profit, LLC, Partnership or Business Trust” from under the heading “Name Reservation and Formation Filings.”

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Step 3 – Next, you will need to select the Business Entity Type from the drop down list labeled “Business Type.” Select “Limited Liability Company” from this drop down list.

Step 4 – In the field labeled “Business Name,” report the Full Name of the foreign Limited Liability Company.

Step 5 – The field labeled “Business Email” will require an up-to-date Email Address the Mississippi Secretary of State may use to correspond with the foreign Limited Liability Company and where the foreign Limited Liability Company may reliably receive notices from the state.

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Step 6 – In the field labeled “Future Effective Date,” you may enter a specific Date when the Effective Date may occur. Typically, the Date of Effect will occur on the same day as the Filing Date however, if noted here, you may select any Date between the Filing Date and 90 Days past the Filing Date for the Effective Date. If you leave this field blank, the Effective Date will be the Filing Date.

Step 7 – Next you will need to select the State, Province, or Country where the foreign Limited Liability Company was formed in the field labeled “State of Incorporation.”

Step 8 – In the field labeled “Date Organized,” report the precise date the foreign Limited Liability Company officially formed and registered in the eyes of its home state’s governing body.

Step 9 – You will need to define if the foreign Limited Liability Company is being partially or fully managed by a Manager(s) by selecting the check box labeled “Yes.” If this is not a Manager(s)-managed Limited Liability Company, you may leave this check box blank.

Step 10 – You will need to define the Nature of the foreign Limited Liability Company’s business using NAICS codes. If you select the button labeled “Search for NAICS Codes,” you will be taken to the NAICS site. When you are ready, you must enter at least one NAICS code to fully describe the Nature of the Limited Liability Company’s business. You may use up to three fields.

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Step 11 – The section labeled “Principal Office” requires the Address for the foreign Limited Liability Company’s Principal Office Address. “Address Line 1” and “Address Line 2” have been provided so that you may have enough room to enter the Principal Office’s Building Number, Street, and Unit Number. Below this you will need to report the City, State, and Postal Code of the foreign Limited Liability Company’s Principal Office Address.

Step 12 – The next section, “Registered Agent,” requires a definition as to who the foreign Limited Liability Company’s Mississippi Registered Agent is and where is this entity located. If the Mississippi Registered Agent who has agreed to fulfill this role for the forming Limited Liability Company is a Commercial Registered Agent, then select the button labeled “Find Commercial Registered Agents.” This will generate a table of Commercial Registered Agents registered with the Mississippi Secretary of State. Locate the Commercial Mississippi Registered Agent obtained by the Limited Liability Company, select the entry with your mouse, then click on the button labeled “Use Selected and Close.” If the foreign Limited Liability Company’s Mississippi Registered Agent is not commercial then proceed to Step 13 to enter the information manually. If you were able to locate and select the appropriate Mississippi Registered Agent, then proceed to Step 14.

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Step 13 – If you were unable to locate your Registered Agent in the Commercial Registered Agents table or if the Limited Liability Company has obtained a Non-commercial Mississippi Registered Agent then you must enter the information defining the Identity and Location of the Mississippi Registered Agent and Registered Office (respectively). To begin, locate the field auto-populated with the word “Individual.” This is a drop down list that will define the type of Registered Agent obtained by the foreign Limited Liability Company. If this is a person leave the word “Individual” selected but if the Mississippi Registered Agent is an entity then choose “Organization” from the drop down list. For our purposes select “Individual” (If you choose “Organization,” be prepared to enter the Name of the business entity acting as the Mississippi Registered Agent). You must report the First Name and Last Name of the Mississippi Registered Agent in the appropriately labeled fields. The “Middle Name” and “Suffix” fields are provided in the event the Mississippi Registered Agent has a Middle Name and Suffix. Otherwise, you may leave “Middle Name” and “Suffix” blank. Below this you must enter the Building Number, Street, and Suite Number of the Mississippi Registered Agent’s Registered Office in the field labeled “Address Line 1.” The field “Address Line 2” has been provided in the event you need more room to report this information. Similarly, the “City,” “State,” and “Postal Code” fields have been provided to report the balance of the Registered Office Address. This must be a physical location in the State of Mississippi and a P.O. Box Number may not be entered in any of these fields. Finally, report the Mississippi Registered Agent’s E-mail Address in the field labeled “Email Address.”

Step 14 – The next section will contain a several Statements the Signature Party must read then acknowledge with an Electronic Signature. In order to provide an Electronic Signature, select the button labeled “Click to Sign.” This will generate a pop up window that provides the fields necessary for an Electronic Signature to be submitted with this form.

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Step 15 – First, the Signature Party will need to indicate in what capacity he or she is Signing this form by selecting the appropriate choice from the first field’s drop down list. For instance, the Signature Party may be signing this form as a Manager, Member, or some Other capacity (i.e. Attorney-in-fact). Next, indicate if the Signature Party is signing as an Individual or as an Organization by selecting one of these options from the drop down list. The Signature Party will then need to utilize the “First Name,” “Middle Name,” “Last Name,” and “Suffix” fields to submit an Electronic Signature. Below this the Signing Party must enter his or her Address using the “Address Line 1,” “Address Line 2,” “City,” “State,” and “Postal Code” fields. When this is done select “Update.”  The Signature Party will be displayed in the table at the bottom of this form.

Step 16 – Review the information you have just entered carefully. Once you have verified it has all been entered accurately, select the button labeled “Next.” This will direct you to an area where you may upload the Certificate of Good Standing (issued within the past 90 Days) obtained from the home jurisdiction of the the foreign Limited Liability Company, then to the check out. You will need to either print this filing and mail it and all the accompanying paperwork to the appropriate Mississippi Secretary of State Address with a check (payable to Mississippi Secretary of State) to cover the minimum $250.00 Filing Fee or you may submit the form online with a payment using your credit card, ACH account, or e-check.

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Step 17 – All foreign Limited Liability Companies will need to return to this site to submit an Annual Report by April 15 once a year. This will require the payment of a $250.00 Filing Fee. You may log in to do so here: https://corp.sos.ms.gov/corp/portal/c/page/login/portal.aspx.