Mississippi Foreign LLC Registration

What triggers foreign qualification in Mississippi?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in Mississippi

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Mississippi.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

Mississippi's Revised Limited Liability Company Act (post-HB 683 revision), codified at Chapter 29 of Title 79, lists activities that do not constitute transacting business at Section 79-29-1015 ('Transactions not constituting transacting business'). The pre-revision (2010) numbering was Section 79-29-1008. Article 10 of Chapter 29 has gaps from sections that were repealed during the revision. Mississippi imposes a $250 annual report fee on foreign LLCs.