Articles of Organization LLC Mississippi

What Are Mississippi Articles of Organization?

The Articles of Organization in Mississippi, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the business, such as its name, address, and management structure. The Articles of Organization are governed by the Mississippi Limited Liability Company Act, specifically under Mississippi Code § 79-29-201.

Are Mississippi Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Mississippi. According to Mississippi Code § 79-29-201, an LLC is not legally recognized until this document is filed with the Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes limited liability protection for its members.

Information Required in Mississippi Articles of Organization

Name Requirements

The LLC name must include the designation "Limited Liability Company," "LLC," or "L.L.C." as per Mississippi Code § 79-29-105. The name must be distinguishable from other registered entities in Mississippi. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Mississippi Business Name Search tool.

Mississippi Registered Agent and Registered Office

Every LLC in Mississippi must designate a registered agent and a registered office. The registered agent can be an individual resident of Mississippi or a business entity authorized to do business in the state. The registered office must be a physical address in Mississippi, not a P.O. Box, as outlined in Mississippi Code § 79-29-107.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per Mississippi Code § 79-29-302. The document should include the names and addresses of the initial members or managers.

Organizer Information

An organizer is responsible for filing the Articles of Organization. There are no residency requirements for organizers in Mississippi. The organizer's name and address must be included in the filing.

Purpose Statement

Mississippi allows for a general purpose statement, which means the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions. For professional entities, refer to the Professional Entity Forms.

Certificate of Formation Effective Date

The effective date of the Certificate of Formation can be immediate upon filing or a future date specified in the document, not exceeding 90 days from the filing date, as per Mississippi Code § 79-29-201

How to File Mississippi Articles of Organization

Online

The Mississippi Secretary of State provides an online filing system called the Business Services Online Filing System. This system is available 24/7, and filings are typically processed within 24 hours. Payment can be made via credit card, and a convenience fee may apply. To file online, create an account, complete the required information, and submit the payment.

Mail

To file by mail, send the completed Articles of Organization form to:

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

For courier or hand-delivery, use the following address:

Mississippi Secretary of State
Business Services Division
125 S. Congress St.
Jackson, MS 39201

Include one original and one copy of the form, along with a check payable to the "Mississippi Secretary of State." Processing time for mail filings is typically 3-5 business days.

Mississippi Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Mississippi is $50. For the official fee schedule, visit the Mississippi Secretary of State Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing Mississippi Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Mississippi. The Secretary of State will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Mississippi Department of Revenue and comply with any local licensing requirements. An operating agreement is recommended, though not required by state law. Mississippi LLCs must file an annual report with the Secretary of State, which can be done online.

Common Mistakes When Filing Mississippi Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search tool to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's address can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Refer to Mississippi Code § 79-29-107.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Check with relevant agencies for approval.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Professional LLCs may require different forms.
8. Delayed Effective Date Errors: Specifying an effective date beyond 90 days is not allowed.