Find out how to qualify your LLC to conduct business in Mississippi.
If you own a company that was founded in a state other than Mississippi, you must qualify or register it in Mississippi in order to conduct business there. Here’s a rundown of the requirements for qualifying your international (non-Mississippi) limited liability corporation (LLC) to conduct business in Mississippi.
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What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in Mississippi. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in North Dakota, for example, is a foreign LLC in South Dakota.
Doing Business in Mississippi
If you are “transacting business” in Mississippi, you must register your foreign company with the state, according to Mississippi’s LLC Act. What exactly does this mean? Like other states, Mississippi’s LLC Act does not specify what “transacting business” with connection to international registrations entails.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Mississippi’s LLC Act, like other states’, outlines specific actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Mississippi Code Section 79-29-1015 for the exact legal definition of each of these goods. If your LLC’s only operation in Mississippi is one or more of the activities mentioned above, you should not be required to register with the state.
Registration Application
You must submit an Application for Registration with the Mississippi Secretary of State to register your foreign company in Mississippi. The filing must be completed online.
To complete the application, you must give the same information that you would provide to register an LLC in your home state. However, since each state is unique, there may be materials that Mississippi requires that you did not need to submit when you initially formed your LLC. To be more exact, in order to apply for registration, you must provide:
if different, the name of your LLC in the state where it was formed, the name under which your LLC will do business in Mississippi (a separate name is required if another Mississippi firm is currently using your LLC’s name)
the name of the state in where your LLC is formed
the name and address of your Mississippi LLC’s registered agent
when your LLC first began or plans to do business in Mississippi
the location of your LLC’s needed office in the state where it was created, or, if not required, the address of your LLC’s primary office, and the particular date of dissolution for your LLC, if any
As part of your registration application, you must also provide a certificate of existence or comparable document for your LLC, issued by the Secretary of State or equivalent authority in the state where the LLC was formed. The application cost is $250.
What Happens If You Do Not Sign Up?
If your LLC does business in Mississippi without being registered, it cannot file a lawsuit. However, the lack of a formal registration does not render any of your LLC’s contracts null and void, nor does it prevent your LLC from defending litigation in Mississippi. Furthermore, members of your LLC are not accountable for the debts, obligations, or liabilities of the LLC just because the LLC conducted business in Mississippi without being registered.
Forming a Foreign Corporation
The regulations and standards for international qualifying in Mississippi are identical whether your company is structured as a corporation rather than an LLC. However, instead forming an LLC, you must submit the online application for a certificate of authority for a company. More information and online filing methods for registering a foreign company in Mississippi may be found on the Mississippi Secretary of State’s website.