How to form an LLC in Mississippi

Mississippi Secretary of State charges $50 to file the Certificate of Formation. The annual report is free ($0) for domestic LLCs. Realistic year-one cost: $50. Ongoing yearly cost: $0 in state fees — making Mississippi one of the cheapest states to maintain an LLC.

Online filings through the Mississippi SOS Business Services portal approve in 1–2 business days. Mail filings take 5–7 business days. Mississippi does not offer a separate paid expedited tier — online is fastest.

No fee for domestic (in-state) Mississippi LLCs — the annual report is free, just informational. Foreign (out-of-state) LLCs registered in Mississippi pay $250 annually. The report is due by April 15 each year.

No franchise tax for pass-through LLCs. Owners pay personal income tax on their share of LLC profits — Mississippi's flat 4.4% (dropping further). LLCs that elect C-corp taxation are subject to Mississippi's corporate franchise tax.

April 15 each year. The fee is $0 for domestic LLCs. File through the Mississippi SOS Business Services portal. LLCs that fail to file for an extended period are administratively dissolved.

Mississippi has a flat 4.4% individual income tax in 2025, with scheduled phase-down toward 3% by 2030 (and a stated long-term goal of eliminating the income tax entirely). Sales tax is 7% statewide. LLCs taxed as pass-through don't owe state-level entity tax.

Yes. Mississippi has no residency requirement for LLC members or managers. You only need a Mississippi-based registered agent. Out-of-state owners commonly use a commercial registered agent service.

Yes — particularly for Mississippi residents and businesses tied to automotive manufacturing, shipbuilding, agriculture, or forestry. The combination of $50 filing, $0 annual report, falling income tax, and no franchise tax makes Mississippi exceptionally cost-efficient. The phase-down toward a 0% income tax over time makes Mississippi increasingly attractive.

Mississippi does not issue a single statewide general business license, but most LLCs will need licenses or permits at the city and county level depending on their location and industry. Certain regulated professions and activities — such as contractors, food service businesses, and healthcare providers — require state-level licenses through the relevant Mississippi licensing board or the Mississippi Department of Revenue. You should contact your local city hall or county clerk's office to ask about local business privilege licenses, which can range from $25 to several hundred dollars annually. If your LLC collects sales tax, you must also register for a Mississippi Sales Tax Permit through the Department of Revenue at no charge. Checking both state and local requirements before opening for business helps you avoid fines and keeps your LLC in good standing.

Yes, non-residents and foreign nationals can form an LLC in Mississippi — the state imposes no residency requirement on members or managers. You will still need to maintain a registered agent who has a physical street address in Mississippi, which is commonly fulfilled by hiring a professional registered agent service. If your Mississippi LLC actively conducts business in another state, that state will likely require you to foreign qualify your LLC there by filing a Certificate of Authority and paying that state's fee. Non-resident members should also be aware that Mississippi may withhold pass-through income tax on their share of LLC earnings, so consulting a tax professional familiar with multi-state filing is advisable. Keeping a Mississippi mailing address or registered agent on file satisfies the Secretary of State's service-of-process requirements regardless of where owners live.

A single-member Mississippi LLC is taxed as a disregarded entity by default, meaning profits and losses pass through to the owner's personal federal and Mississippi state income tax return. Mississippi imposes a flat individual income tax rate — currently being phased down toward 4% by 2026 — on net income passed through to resident members. Multi-member LLCs are treated as partnerships by default and file an informational Mississippi partnership return (Form 84-105), with each member paying individual income tax on their share. If your LLC sells taxable goods or services, you must collect and remit Mississippi sales tax at the standard 7% rate, one of the higher rates in the South. LLCs may also owe Mississippi corporate income tax at 5% if they elect to be taxed as a corporation, so most small business owners keep the default pass-through status.

To voluntarily dissolve a Mississippi LLC, members must first approve the dissolution according to the procedures outlined in the operating agreement or, absent one, under the Mississippi Limited Liability Company Act. You then file Articles of Dissolution with the Mississippi Secretary of State's Business Services Division, either online through the Secretary of State portal or by mail to PO Box 136, Jackson, MS 39205; the filing fee is $25. Before or after filing, you should wind up the LLC's affairs — paying outstanding debts, notifying creditors, liquidating assets, and distributing remaining funds to members. Mississippi does not require a tax clearance certificate from the Department of Revenue prior to dissolution, but you should file any outstanding state tax returns to avoid future liability. Once the Secretary of State approves the Articles of Dissolution, the LLC's legal existence ends and you are no longer required to maintain a registered agent.

A Mississippi LLC is the better choice for most small businesses and solo entrepreneurs because it offers flexible management, pass-through taxation by default, and far less administrative overhead than a corporation — there are no required boards of directors, annual shareholder meetings, or corporate minutes to maintain. A Mississippi corporation (either C-corp or S-corp) makes more sense if you plan to seek venture capital or angel investment, issue multiple classes of stock, or eventually take the company public, since investors typically prefer the familiar equity structure of a corporation. Both entities provide personal liability protection, but the LLC's simpler structure and single-level taxation generally result in lower accounting and compliance costs for early-stage businesses. An S-corp election on an LLC can sometimes reduce self-employment taxes for profitable businesses, so speaking with a CPA about your projected income is worth the time before you file. Mississippi's $50 formation fee is the same for both LLCs and corporations, so the decision should be driven by your growth plans and tax situation rather than cost.