In order to register as a Foreign LLC in the state of Mississippi, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.



If the date on your Good Standing Certificate is older than 6 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Mississippi Foreign LLC.

You can use the same name in Mississippi that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Mississippi Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Mississippi Foreign LLC name that you choose must be distinguishable from the name of any other registered Mississippi LLC or other business entity and the name must also be different from any reserved names on record with the state of Mississippi.  Your Mississippi Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Mississippi Foreign LLC name must not be a name that is likely to mislead the public.

The name of a Mississippi Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".

It's important to choose a good name for your Mississippi Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Mississippi Secretary of State (and pay a fee).

In order to Qualify as a Foreign LLC in Mississippi you must file Registration Documents with the Mississippi Secretary of State.  In Mississippi the registration documents are named "Application for Registration of Foreign Limited Liability Company".

The registration documents must include certain specific information about your Mississippi business.  If the LLC Registration Documents do not conform exactly to state of Mississippi Foreign LLC requirements they will be rejected. 

If you need to change any of the information on your registration documents after your Mississippi Foreign LLC has been approved, you may amend the registration documents for your Mississippi Foreign LLC but you will have to pay a fee to the state of Mississippi in order to make the changes official.

The Mississippi Corporate Income Tax Rate is variable depending on the annual net income of the Mississippi Foreign LLC.  Mississippi Corporate Income Tax Rates vary from 3 to 5%.  You may choose that your Mississippi Foreign LLC is to be taxed as a C Corporation or S Corporation. 

A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 

You may choose to have your Mississippi Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Mississippi Corporate Income Tax.

The Corporation Tax structure in the state of Mississippi consists of three tax brackets:

• First $5,000 - 3%
• Next $5,000 - 4%
• Over $10,000 - 5%

Mississippi Corporations also must pay a Corporation Franchise Tax.  The Mississippi Corporation Franchise Tax is computed at $2.50 per $1,000 of the value of the capital employed or the assessed property values in this state of Mississippi, whichever is greater.  The minimum Mississippi Corporation Franchise Tax is $25.

If you form a Single Member Mississippi Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Mississippi Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Mississippi Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Mississippi Foreign LLC will be taxed as a Partnership.

Note that forming a Mississippi Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Mississippi Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Mississippi Foreign LLC within Mississippi you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Mississippi Foreign LLC vary depending on your business activities and the specific locations within the state of Mississippi in which you want to conduct business.

If your Mississippi Foreign LLC will be selling products in Mississippi you may be required to obtain a Reseller's Permit from the appropriate Mississippi state agency.  If your Mississippi Foreign LLC will be selling products in Mississippi you will also be responsible for all applicable local and state of Mississippi sales taxes if there are any.

The Mississippi Annual Report includes basic information about your Mississippi Foreign LLC including information on your business location as well as the names of the Officers and Directors.

Failure to submit a properly completed Mississippi Annual Report to the Mississippi Secretary of State on or before the due date may subject the Mississippi Foreign LLC to being administratively dissolved in the state of Mississippi or having its authority to transact business in the state of Mississippi revoked by the Mississippi Secretary of State.

Penalties may accrue if you fail to file any Mississippi Foreign LLC Annual Report to the Mississippi Secretary of State by the due date.

Foreign LLCs that either do business in the state of Mississippi or that derive income from sources within the state of Mississippi are subject to Mississippi and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Mississippi, you must allocate the amount of income derived from the state of Mississippi in order to determine your Mississippi state taxes.