Free Every Year, Due April 15: The Mississippi LLC Annual Report

$0 for the Report; the $50 Is the Certificate of Formation

The Mississippi LLC Act lists the annual report of a domestic LLC as a filing with “no fee” in § 79‑29‑1203(1)(j), and the published fee schedule prices it at $0 under code F0108. Neither the statute nor the schedule has a late fee for it.

Why April 15? A Secretary of State Rule Picks the Date

Section 79‑29‑215 orders every domestic LLC, and every foreign LLC authorized in Mississippi, to deliver a report “on such date as may be established by the Secretary of State.” The date sits in a rule, 1 Miss. Code R. 7‑2.1, adopted on September 19, 2019.

“The Secretary of State shall continue to accept and file annual reports received after the official due date of April 15 provided the annual reports are received prior to the event of administrative dissolution…”

1 Miss. Code R. 7‑2.1

Filed on April 16, a report is late, yet the office still files it. No penalty is added, so the real deadline is the dissolution described further down.

A weekend 60th day

A weekend April 15 changes little, since a report filed the next Monday is free and still filed, late or not. The count that matters is the 60 days in § 79‑29‑821: Miss. Code § 1‑3‑67 carries the end of a period counted in days past a weekend, so in 2026, with June 14 on a Sunday, the 60th day would run to Monday, June 15.

The first report

No Mississippi text says when an LLC’s first report is due. The rule covers “all limited liability companies” each year, and an LLC formed after April 15 has no report to make until the next April; for one formed between January 1 and April 15, Business Services (601‑359‑1633) can confirm whether a report is expected that same spring.

Seven Items a Mississippi Annual Report Must Contain

The annual report requirements in § 79‑29‑215 come down to seven items, and each one must be true when it is signed, whatever it said in January. Two of them go beyond names and addresses: whether the LLC has a written operating agreement, and a short description of its business.

Name and home state

The LLC’s name; for a foreign LLC, the state or country whose law created it.

Registered agent

Who the agent is, with a street or physical address in Mississippi.

Principal office

Where the principal office is located.

Managers or a member

Every manager if manager-managed; at least one member if member-managed.

Principal officers

Names, titles and business addresses, only if the LLC has officers.

Operating agreement

A yes or no on whether a written operating agreement exists.

Nature of the business

A line or two on what the LLC does.

The Secretary of State accepts annual reports online only. Filing starts with the LLC’s Business ID, and you can look up the ID with a Mississippi business entity search on the company name.

1. Sign in on the MS SOS online filing portal, or register a username and password first.
2. Choose “File an Annual Report” in the business filings menu and enter the Business ID.
3. Check each item above, correct what changed, then sign and submit; a foreign LLC pays the $250 with the report.

When one of the seven items is left out, the report comes back with a written notice. Sent back complete inside 30 days of being notified, it is treated as timely under § 79‑29‑215(3).

The Dissolution Notice Goes to Your Registered Agent

A missed April 15 opens no proceeding until June 14 has passed: § 79‑29‑821 lets a dissolution proceeding begin only once a report is past its 60th day, and § 79‑29‑823 then requires a written notice, which may go by first-class mail.

1. April 15
   Report dueLate reports are still filed after this date.
2. June 14
   60th dayFrom the next day, a missing report is a ground for dissolution.
3. Any date after
   Written notice servedDelivered to the registered agent, the LLC’s agent for any notice the law requires (§ 79‑29‑125).
4. 60 days after service
   Certificate of administrative dissolutionSigned when no report has arrived by then.

An agent who has moved or quit is how a notice goes unread. Being without a registered agent for 60 days is a separate ground for dissolution under the same section.

A missed report also shows on paper before any dissolution. The certificate of existence, the Mississippi good standing certificate, states whether the LLC’s most recent annual report has been filed (§ 79‑29‑219), so a bank or buyer asking for one sees the gap.

Three Statements in a Mississippi Reinstatement Application

Section 79‑29‑825 sets no cutoff for reinstatement: the LLC may apply whenever it chooses once the dissolution has taken effect, and § 79‑29‑1025 does the same for a revoked foreign registration. The application costs $50, or $100 for a foreign LLC, and makes three statements.

• Name and dateThe LLC’s name, then the day its dissolution (or revocation) took effect.
• Ground removedThe ground for dissolution never existed or has been cured, which for a missed report means filing it.
• Name still usableThe name still meets § 79‑29‑109 (§ 79‑29‑1007 for a foreign LLC), a problem if another business has registered it since.

Under § 79‑29‑825(3), a granted reinstatement counts from the day the dissolution took effect. A refusal can be appealed within 30 days to the Chancery Court of the First Judicial District of Hinds County, or to the chancery court where the LLC is based (§§ 79‑29‑827 and 1027).

The Department of Revenue issues its tax clearance letter, which some Secretary of State reinstatements call for, only to “a corporate entity (not LLC or individual)” with an existing corporate tax account. Business Services can say whether an LLC with corporate tax status is asked for one.