Mississippi Limited Liability Company Certificate of Formation

Last Revised: August 16, 2019.

About this Form

A certificate of formation form, sometimes called the articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within Mississippi. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Mississippi. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

The state accepts the filing of a certificate of formation form via postal mail or electronically via the Secretary of State's online filing system for business documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Miss. Code Ann. § 79-29-109. The name of the LLC must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". However, if the LLC will provide services for which a professional license is required within the state of Mississippi, then the name of the LLC must contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online Mississippi's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within the state by querying Mississippi's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Mississippi imposes a fee of $50 for the filing of a certificate of formation form.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Revised Mississippi Limited Liability Company Act (Miss. Code Ann. § 79-29-101 et seq.).

The statutory requirements for a valid certificate of formation filing are codified in Miss. Code Ann. § 79-29-201. The text of the statute reads as follows:

§ 79-29-201.  Certificate of formation.

(1) In order to form a limited liability company, a certificate of formation must be signed and delivered to the Office of the Secretary of State. The certificate must set forth:
(a) The name of the limited liability company;
(b) The information required by Section 79-35-5(a); and
(c) If the limited liability company is to have a specific date of dissolution, the latest date upon which the limited liability company is to dissolve.
(2) The certificate of formation may set forth any other matters the members determine to include therein.
(3) A limited liability company is formed at the date and time of the filing of the certificate of formation by the Secretary of State, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing, or at any later date or time specified in the certificate of formation if, in either case, the certificate of formation so filed substantially complies with the requirements of this chapter. A delayed effective date specified in a certificate of formation may not be later than the ninetieth day after the date and time it is filed by the Secretary of State.
(4) For all purposes, a copy of the certificate of formation duly certified by the Secretary of State is conclusive evidence of the formation of a limited liability company and prima facie evidence of its existence.