Incorporation Of L.L.C. Mississippi

INCORPORATION OF LIMITED LIABILITY COMPANY
 
The procedure for incorporation of Limited Liability Company is enunciated in Chapter 79 Title 29 in Limited Liability Companies Act of Mississippi Code of 1972. As per the code Limited liability company" and "domestic limited liability company" mean an entity having one or more members that is an unincorporated association that is formed and existing under this chapter.

NAME

For the purpose of Incorporation of a Limited Liability Company the incorporator shall first apply for a name and reserve the name in which they wish to carry on their business. The name of each limited liability company as set forth in its certificate of formation:

  1. Must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC";
  2. May contain the name of a member or manager;
  3. Must be distinguishable upon the records of the Secretary of State from (i) the name of any domestic or foreign corporation, nonprofit corporation, limited partnership or limited liability company organized or registered under the laws of this state; and (ii) a name reserved or registered in the office of the Secretary of State for any of the entities named; and

The name may not contain the following words: "bank," "banker," "bankers," "banking," "trust company," "insurance," "trust," "corporation," "incorporated," "partnership," "limited partnership," or any combination or abbreviation thereof, or any words or abbreviations of similar import.

RESERVATION OF NAME

The exclusive right to the use of a name may be reserved by:

  1. A person intending to organize a limited liability company under this chapter and to adopt that name;
  2. A domestic limited liability company or any foreign limited liability company registered in this state which, in either case, intends to adopt that name;
  3. A foreign limited liability company intending to register in this state and adopt that name; and
  4. A person intending to organize a foreign limited liability company and intending to have it registered in this state and adopt that name.

The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited liability company, he shall reserve the name for the exclusive use of the applicant for a period of one hundred eighty (180) days.

Once having so reserved a name, the same applicant may not again reserve the same name until more than sixty (60) days after the expiration of the last 180-day period for which that applicant reserved that name. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

The reservation of a specified name may be cancelled by filing with the Secretary of State a notice of cancellation, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.

REGISTERED OFFICE AND REGISTERED AGENT

The duty of the registered agent is to forward to the company at its last known address any notice, process or demand that is served on the company. A registered agent must be:

  1. An individual who resides in Mississippi and whose business office is identical with the registered office;
  2. A domestic corporation whose business office is identical with the registered office; or
  3. A foreign corporation, nonprofit corporation or limited liability company authorized to transact business in this state whose business office is identical with the registered office.

The street address (and the mailing address if different from the street address) of the registered office, as well as the county in which the registered office is located, and the name of the initial registered agent. The registered office may, but need not be, the same as any of the company's places of business.

A person may request the Secretary of State to furnish a certificate of existence for a limited liability company. A certificate of existence for a limited liability company must include:

  1. the company's name;
  2. that it is duly organized under the laws of this State, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;
  3. if payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes, and penalties owed to this State have been paid;
  4. that articles of termination have not been filed; and
  5. other facts of record in the Office of the Secretary of State which may be requested by the applicant.

A certificate of existence issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this State

CERTIFICATE OF FORMATION

In order to form a limited liability company, a certificate of formation must be executed and filed with the Secretary of State. The certificate must set forth:

  1. The name of the limited liability company;
  2. The street and mailing address of the registered office and the name and the street and mailing address of the registered agent for service of process;
  3. If the limited liability company is to have a specific date of dissolution, the late st date upon which the limited liability company is to dissolve;
  4. If full or partial management of the limited liability company is vested in a manager or managers, a statement to that effect;
  5. Any other matters the managers or members determine to include therein.

A limited liability company is formed at the time of the filing of the certificate of formation in the office of the Secretary of State or at any later 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 (90th) day after the date it is filed.

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.

FEE SCHEDULE

The Secretary of State shall charge and collect a fee for:

  1. Filing of Reservation of Limited Liability Company Name, Twenty-Five Dollars ($25.00).
  2. Filing of Change of Address of Registered Agent, Twenty-Five Dollars ($25.00).
  3. Filing of Resignation of Registered Agent, Five Dollars ($5.00).
  4. Filing of Certificate of Formation, Fifty Dollars ($50.00).
  5. Filing of Amendment to Certificate of Formation, Fifty Dollars ($50.00).
  6. Filing of Certificate of Dissolution, Twenty-Five Dollars ($25.00).
  7. Filing of Certificate of Cancellation, Twenty-Five Dollars ($25.00).
  8. Filing of Restated Certificate of Formation or Amended and Restated Certificate of Formation, Twenty-Five Dollars ($25.00).
  9. Filing of Certificate of Withdrawal, Twenty-Five Dollars ($25.00).
  10. Filing of Application for Registration of Foreign Limited Liability Company, Two Hundred Fifty Dollars ($250.00).
  11. Filing of Certificate Correcting Application for Registration of Foreign Limited Liability Company, Fifty Dollars ($50.00).
  12. Filing of Certificate of Cancellation of Registration of Foreign Limited Liability Company, Twenty-Five Dollars ($25.00).
  13. Any other document required or permitted to be filed under this chapter, Twenty-Five Dollars ($25.00).
 

Description

Amt.

Certificate of Formation

$50

Certificate of Amendment

$50

Certificate of Merger

$50

Certificate of Dissolution or Cancellation

$25

Application for Name Reservation

$25

Application for Appointment of Registered Agent

$25

Registered Agent / Office Statement of Change

$25

Certificate of Change of Address of Registered Agent

$25

Application for Registration of Foreign LLC

$250

Certificate of Cancellation of Foreign LLC

$25