Mississippi Certificate of Authority/Without authority
What happens when a foreign entity works in Mississippi without authority
A foreign LLC that works in Mississippi unregistered owes the $250 registration fee and $10 for every day, up to $1,000 per year, and is barred from suing in Mississippi courts until it registers. Nothing it signed is voided, and the cure is the same as the prevention: register.
The LLC cost of delay
| Unregistered days | Added charge | Registration plus charge |
|---|---|---|
| 30 | $300 | $550 |
| 90 | $900 | $1,150 |
| A year or more | $1,000 | $1,250 |
The ceiling applies to each year of unregistered business. When we prepare a late registration, we count the days from the start date you give us.
Where the charge sits
The daily amount lives in the Act's fee section, tied to the foreign LLC registration application, and is not a standalone fine. It is paid with the registration fee when the LLC finally files. The LLC Act sets no criminal penalty for a foreign LLC that fails to register, so the cost is the fee, the daily charge and the bar on suing.
The court bar
An unregistered foreign LLC cannot start or continue a lawsuit in a Mississippi court until it registers. Registering lifts the bar. For a business that depends on collecting from customers, this is the cost that stings most.
What stays valid
The LLC's contracts and acts stay valid, the other side can sue on them, and the LLC can defend itself. Members are not personally liable merely because the LLC went unregistered.
Process, and the Attorney General
Working without registration makes the Secretary of State a recipient of process for claims from that work. The state's Attorney General has authority to sue and halt an LLC that does business in breach of the article.
Corporations and nonprofits
The Business Corporation Act and the nonprofit act decide the consequences for those entities, and the LLC numbers above do not carry over to them. The certificate of authority itself costs a corporation $500 and a nonprofit $100, and filing it closes the question for the future.
Revocation after authority is granted
The Act gives 6 grounds. An LLC faces a start to revocation when fees stay unpaid for 60 days, the annual report is 60 days late, the LLC has no agent for 60 days, an agent change goes unreported for 60 days, a home-state dissolution or merger certificate arrives, or a material misstatement was made. Notice must go out at least 60 days before revocation takes effect, giving time to cure.
What revocation does
The date on the revocation certificate is the day the LLC stops being authorized to do business. The Secretary of State handles earlier claims, and the registered agent's own authority carries on, and the LLC cannot use Mississippi courts until it is reinstated. Contracts remain valid.
Reinstating an LLC
A revoked LLC applies for reinstatement for $100. The application recites the name and the revocation date, says the grounds are cured or never existed, and says the name satisfies the naming rule. The reinstatement relates back to the revocation date. A denial can be appealed to chancery court within 30 days.
Corporations that lost authority
A foreign corporation reinstates following dissolution or revocation on F0022 for $100. The grounds for loss are in the corporation statute.
Putting the LLC numbers in context
Ninety unregistered days adds $900 to the $250 fee, for $1,150. The ceiling for a year is $1,000, which makes $1,250 the most one year of delay can cost in fees. That is real money, but the court bar usually costs more: an LLC that cannot sue cannot collect an unpaid invoice through a Mississippi court. For a small company the right comparison is the cost of registering now against the unknown cost of needing a court later.
What a lawyer can add
A Mississippi attorney can tell you whether earlier activity was transacting business, whether a corporation faces a penalty, and whether to disclose past dates on the application. Those are the questions that decide the real exposure, and they turn on facts we do not have.
Questions about operating without authority
Is there a criminal penalty for an LLC?
The LLC Act sets none for failing to register.
Is the daily charge billed separately?
No. It is added to the registration fee and paid when the LLC files.
Does it apply to nonprofits?
See the corporation section above.
How do I stop it growing?
File the registration. The charge counts days of unregistered business.
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 filingThe 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.