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Mississippi Certificate of Authority Begin filing

Mississippi Certificate of Authority/Getting authority

Getting authority to do business in Mississippi, from the first question to the first report

To get a Mississippi certificate of authority, a foreign corporation or nonprofit files F0002 with the Secretary of State and pays $500 or $100, while a foreign LLC files F0200 and pays $250. Each needs a home-state certificate under six months old and an agent at a Mississippi street address. The sections follow the order of the work, and for $199 we can prepare and file for you.

Begin filing

Step 0: confirm that you need it

Mississippi's guide treats employee presence as the practical test: when employees will be present for 30 days over a year, the company registers. It also names contractors and businesses that deal with state agencies as groups that may need to register regardless of time spent. The Revised LLC Act lets an LLC out for 11 kinds of activity, such as keeping bank accounts, using independent contractors, taking orders accepted elsewhere and closing a single deal inside 30 days. That list belongs to the LLC statute, so a corporation near the line should get a Mississippi lawyer's view before leaning on it. The when-required page goes through examples.

Step 1: pick the filing that matches the entity

The fee schedule gives each kind of entity its own entry. A corporation or nonprofit uses the Application for Certificate of Authority, F0002, at $500 or $100. An LLC uses the Application for Registration of Foreign Limited Liability Company, F0200, at $250. A limited partnership uses F0300 at $250, and an LLP uses FSO720 at $250. Using the wrong one is the most common avoidable mistake, which is why this is step one. Our corporation page and LLC page go through the two main forms.

Step 2: collect the facts the form needs

Pull together the name as the formation papers spell it, its formation place and date, principal office, the agent and where to find that agent, when Mississippi business starts, and who signs and in what role. For an LLC, the statute names 8 matters, among them a valid-existence statement and a clause making the Secretary of State the fallback for legal papers. If anything about the entity is unusual, say so on the questionnaire and we settle it before the form is drawn up.

Step 3: order the home-state certificate

Mississippi wants a certificate of good standing or existence from the state of formation, and the guide wants it dated inside the last six months. Ask the home office for the certificate that states current standing. The cost varies: Delaware's short form is $50 and Wyoming's online certificate carries no charge. Order it only once the entity's home record is clean, since a lapse will show on the certificate.

Step 4: line up the Mississippi agent

The agent receives legal papers for the entity, so it must be reachable at a street address inside Mississippi. For an LLC, any local resident or any entity organized or authorized in Mississippi will do, if its own office is the registered office. A commercial agent should be on the Secretary of State's list of commercial registered agents. Name the agent before you start the form, because its details go on it.

Step 5: complete and sign the form

An LLC's signer is a member, manager or officer whose authority comes from home law, and the signature block asks for a name, a role and addresses. For a corporation or nonprofit, an officer the board has authorized signs. Either way, compare the finished form with the formation record, since a statement of valid existence must hold true on the filing date.

Step 6: file through the online system

Filing happens in the Secretary of State's online system, entered through its out-of-state registration link, according to the guide. Pay the fee for your entity type; the Act says nothing is effective before payment. Mississippi publishes no processing time, so order the certificate and settle the agent before anything that depends on approval.

The filing in six steps

  1. Confirm that authority is needed

    The guide's test: employees present 30 days over a year.

  2. Choose the filing for the entity

    F0002 for corporations and nonprofits, F0200 for LLCs.

  3. Gather the facts

    Name, formation details, addresses, agent and signer.

  4. Order the home certificate

    Under six months old.

  5. Name the Mississippi agent

    Someone at a Mississippi street address.

  6. File and pay

    Online, with the fee for the entity.

After approval

Keep the record the Secretary of State returns. For an LLC, the filed application comes back marked with its date and time, and anyone may later ask for a certificate of authorization stating that the LLC is registered and whether its fees and reports are current. Next, set the yearly calendar for your type: April 15 for LLCs and profit corporations, May 15 for nonprofits. Open a Department of Revenue account if the entity owes Mississippi taxes, and an unemployment insurance account with the Department of Employment Security if it has staff.

Special registrations beyond the Secretary of State

A certificate of authority is not a trade license. The guide cautions that some lines of business also need registrations, tests or certifications from other state agencies and boards. Banks, insurers, contractors and professional firms are the usual examples. Run those tracks alongside, with this filing as only one of them.

Keeping the authority alive

For an LLC, the yearly report keeps the registration current, and a report 60 days late lets the Secretary of State begin revocation, as do unpaid fees and a lapsed agent. The annual report is filed online, and Mississippi cannot deny registration because the home state's law differs from its own. A profit corporation's report is $25, due April 15, and a nonprofit's is due by May 15, with administrative dissolution the price of skipping it. Changes to the agent, office, name or other stated facts get their own filings, priced on the cost page.

Leaving Mississippi

A corporation or nonprofit files a certificate of withdrawal, F0015, for $25; an LLC files a certificate of cancellation, F0203, for $25. Do it when the entity has really stopped working here, and file any report that is due first. The withdrawal page has the details.

Timeline and cost in one place

The work you control is the certificate order, the agent search and the form, and all three can run side by side. Mississippi's own part runs on no published clock. The money is the entity fee, $100 to $500 by type, plus the home certificate and any agent fee. Our preparation fee shows separately at checkout, beside the state's amount. The cost page adds worked totals for the later filings.

Mistakes that send filings back or cost money

An LLC filing under the corporation form, or the reverse, is the first. An old home certificate is the second. A mailbox as the agent address is the third. A nonprofit that assumes it pays the corporation fee, when the schedule gives it $100, is the fourth. And an LLC that forgets its $250 report because its Mississippi counterparts file free is the fifth.

The differences between entity types in one view

The steps are the same for everyone, but five things change by entity: the form, the state fee, the statute behind it, the yearly date and the exit. A profit corporation uses F0002 at $500, reports yearly, and leaves on F0015. A nonprofit uses the same form at $100, reports by May 15, and leaves on the same withdrawal form. An LLC uses F0200 at $250, reports by April 15 for $250, and leaves on F0203. Partnerships use F0300 and FSO720, each $250.

A checklist of documents

Collect these in one folder before you begin: the formation record or articles, a current home-state certificate of good standing or existence, proof of the signer's authority such as a board resolution or an operating agreement clause, the agent's written agreement to serve and its street address, and a record of when Mississippi business began. The Act asks an LLC's signer to hold authority under home law, so the authority document is worth having on hand even though it is not filed. For a nonprofit, add the minutes that approve the filing.

Entities already doing business

If the entity has been working in Mississippi, treat the filing as urgent. For an LLC the registration fee grows by $10 for each day of unregistered business, to $1,000 for a year, and the LLC cannot sue in a Mississippi court until it registers. A corporation or nonprofit in the same spot should file just as quickly. Under the Act, no criminal charge attaches to an LLC that skips registration.

When a lender or landlord asks for a certificate of authority

Third parties often use the phrase loosely. A corporation hands over its certificate of authority. An LLC hands over its filed registration, or, if the requester wants proof that the entity is current, a certificate of authorization obtained from the Secretary of State on request. If the checklist is unclear, ask the requester which record it wants, since sending the wrong one delays a closing.

Home states and their certificates

A Delaware entity pays Delaware $50 for its home certificate, so a Delaware LLC's Mississippi side comes to $300. A Wyoming entity pays nothing for the certificate. An entity from Louisiana, Tennessee, Alabama or Texas follows the same steps and orders the certificate from the official who keeps its home record. The Delaware and Wyoming pages work through those two states in full.

Housekeeping at home before you file

Mississippi relies on the home state's word that the entity exists, so tidy the home record first. Pay the home annual fee or tax that is due, file the home annual report, confirm the home registered agent is current, and make sure the entity name on file at home matches the name you will give Mississippi. A certificate ordered after these steps will show good standing, and the statement of valid existence on the Mississippi form will be true when it is signed.

What happens after you submit

For an LLC the Act describes the sequence. Once an application is in order and paid for, it is stamped Filed with its date and time, kept on record, and a copy goes back to the filer. Under the same act, nothing takes effect before its fee is paid. For a corporation or nonprofit, the filed certificate of authority comes back the same way, and we send the record on to you as soon as it arrives.

The first ninety days after authority

Put the yearly date on two calendars. Tell the registered agent where to forward papers and who to alert. Update the entity's insurance, bank and vendor records to show that it is authorized in Mississippi. Sign up with the Department of Revenue for the taxes that apply, and with employment security if there are employees. If the entity's trade needs a license from a Mississippi board, start that process now, because it can take longer than the Secretary of State filing.

Choosing whether to register at all

Registration has a price: the filing fee, the agent, the yearly report and the paperwork to leave. Staying unregistered has a price too, but it depends on the entity and on what the entity does in the state. For an LLC the daily charge and the court bar are fixed by statute. If an entity is close to the line, the cost of registering is usually the smaller risk, and the cost page lets you total it.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Guide questions

Is the process the same for every entity type?

The steps are the same. The form, the fee and the yearly date differ.

Can the same agent serve several entities?

Nothing in the agent rules forbids it. Each entity lists its agent on its own filing.

Does an LP or LLP follow these steps?

Yes, on F0300 or FSO720 at $250 each. Write to us before ordering a partnership filing.

Who signs for a corporation?

An officer with authority is the usual signer.

Our fee plus the state fee

Start my Mississippi filing

  • The Mississippi form that matches your entity type
  • Your home-state certificate checked against the age limit
  • A Mississippi street-address agent, from us or from you
  • The filed record sent to you
  • Renewal: after the first year, the agent service renews at $149 a year

$199

+ the Mississippi fee for your entity

Begin filing

The state portion runs $100 to $500 by entity, and checkout shows it on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Not sure which Mississippi filing you need?

Pick your entity type and the right one is prepared.