How to Amend Certificate of Formation in Mississippi


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Amend Mississippi Certificate of Formation

Amend Certificate of Formation in Mississippi: When you start an LLC in Mississippi, you must file the Certificate of Formation. This document records all the details of your LLC, such as name, address, name and address of the Registered Agent, and other business-related information. If you make any changes to the LLC, you must file Amendment. Any changes you make to the Certificate of Formation must be properly documented and filed with the Mississippi SOS.

To amend your Mississippi Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Mississippi SOS. The process is not a lengthy one. In this article, I will share how to amend Mississippi Certificate of Formation easily. I recommend you read the article till the end to learn everything about the process.

What is Certificate of Formation in Mississippi?

The Certificate of Formation is a document that is required to form an LLC in Mississippi. The document must be submitted to the State SOS online or by mail. There are certain details that need to be added while filing the Mississippi Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-

  • Name of your Mississippi LLC
  • Principal address of the LLC
  • Name and address of the Mississippi Registered Agent
  • Names of all the members and managers of the LLC
  • Summary of the LLC’s operation
  • Start date of the LLC
  • Purpose of the LLC
  • Signature of all the members and managers of the LLC

Why Amend Certificate of Formation?

There are six reasons why you need to file the Amendment in Mississippi. Following are the six points to note-

Change of Mississippi LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Mississippi SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Mississippi LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Mississippi LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Mississippi SOS.

Change of Mississippi LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Mississippi LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at anytime, for example, non-profit changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Mississippi Tax Structure: The Mississippi LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Mississippi SOS.

How to Amend Mississippi Certificate of Formation

It is easy to amend the Certificate of Formation in Mississippi. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Mississippi LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These changes are common and often take place in Mississippi LLC. If you think your LLC needs such changes and you determine to make those changes, then you must proceed to the next step.

Step 2: Draft the Mississippi Amendment

The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-

  • Name of the LLC
  • Purpose of the LLC
  • Entity filing number
  • Amendments
  • Members and Managers’ signature.

Along with these details, LLCs must submit more documents to the Mississippi SOS.

Step 3: File Mississippi Amendment

The final step is to file the Amendment. One has to submit the Amendment (PDF) online or by mail to the Mississippi Secretary of State. If there is a name change, the business name change form should be attached to the Amendment form.

  • Filing: To file it by mail or online, the Articles of Amendment form must be submitted to the Amendment or uploaded to the Mississippi SOS website.

Important Information

Cost to File Mississippi Amendment

The cost of filing the Amendment Certificate in Mississippi is $50. For other types of filing costs, please visit the official website of Mississippi Secretary of State.

Penalties for Not Filing Amendment

Failure to amend Mississippi Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Mississippi. Another consequence of not filing an amendment in Mississippi is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and LLC does not file an amendment for that, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend a Mississippi Certificate of Formation?
To amend a Mississippi Certificate of Formation, you must file an Amended Certificate of Formation with the Mississippi Secretary of State.
What information is required to amend a Mississippi Certificate of Formation?
To amend a Mississippi Certificate of Formation, you will need to provide the name of the limited liability company, the date of formation, the file number, and the amendment information.
How much does it cost to amend a Mississippi Certificate of Formation?
The filing fee to amend a Mississippi Certificate of Formation is $50.
Where do I file an Amended Certificate of Formation in Mississippi?
The Amended Certificate of Formation must be filed with the Mississippi Secretary of State.
How long does it take to amend a Mississippi Certificate of Formation?
It can take up to 5-7 business days for the Mississippi Secretary of State to process an Amended Certificate of Formation.
Is an original signature required to amend a Mississippi Certificate of Formation?
Yes, an original signature is required to amend a Mississippi Certificate of Formation.
Are there any other documents required to amend a Mississippi Certificate of Formation?
Yes, you may need to provide additional documents, such as a copy of the Articles of Amendment, depending on the type of amendment you are filing.
Can I file an Amended Certificate of Formation online in Mississippi?
Yes, you can file an Amended Certificate of Formation online with the Mississippi Secretary of State.
Can I file an Amended Certificate of Formation by mail in Mississippi?
Yes, you can file an Amended Certificate of Formation by mail with the Mississippi Secretary of State.
What happens after I file an Amended Certificate of Formation in Mississippi?
Once the Amended Certificate of Formation is accepted by the Mississippi Secretary of State, it will become part of the public record.
Is there a time limit to amend a Mississippi Certificate of Formation?
No, there is no time limit to amend a Mississippi Certificate of Formation.
Is legal advice recommended when amending a Mississippi Certificate of Formation?
Yes, it is recommended to seek legal advice when amending a Mississippi Certificate of Formation.
Is there a form I can use to amend a Mississippi Certificate of Formation?
Yes, the Mississippi Secretary of State provides a form that can be used to amend a Mississippi Certificate of Formation.
How do I check the status of my Amended Certificate of Formation in Mississippi?
You can check the status of your Amended Certificate of Formation with the Mississippi Secretary of State.
Is there a way to expedite the filing of an Amended Certificate of Formation in Mississippi?
Yes, you may be able to expedite the filing of an Amended Certificate of Formation with the Mississippi Secretary of State.
How long is an Amended Certificate of Formation valid in Mississippi?
An Amended Certificate of Formation is valid in Mississippi until it is amended, revoked, or cancelled.
Is a copy of the Amended Certificate of Formation available in Mississippi?
Yes, a copy of the Amended Certificate of Formation is available from the Mississippi Secretary of State.
Can I change the name of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can change the name of the limited liability company with an Amended Certificate of Formation.
Can I change the registered agent in a Mississippi Certificate of Formation?
Yes, you can change the registered agent with an Amended Certificate of Formation.
Can I change the principal office address in a Mississippi Certificate of Formation?
Yes, you can change the principal office address with an Amended Certificate of Formation.
Can I change the purpose of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can change the purpose of the limited liability company with an Amended Certificate of Formation.
Can I change the duration of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can change the duration of the limited liability company with an Amended Certificate of Formation.
Can I add members or managers of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can add members or managers of the limited liability company with an Amended Certificate of Formation.
Can I remove members or managers of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can remove members or managers of the limited liability company with an Amended Certificate of Formation.
Can I change the management structure of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can change the management structure of the limited liability company with an Amended Certificate of Formation.
Can I change the number of shares of the limited liability company in a Mississippi Certificate of Formation?
Yes, you can change the number of shares of the limited liability company with an Amended Certificate of Formation.
Can I add other provisions to the Mississippi Certificate of Formation?
Yes, you can add other provisions to the Mississippi Certificate of Formation with an Amended Certificate of Formation.
Can I merge a limited liability company in Mississippi?
Yes, you can merge a limited liability company in Mississippi with an Amended Certificate of Formation.
Can I convert a limited liability company in Mississippi?
Yes, you can convert a limited liability company in Mississippi with an Amended Certificate of Formation.
Can I dissolve a limited liability company in Mississippi?
Yes, you can dissolve a limited liability company in Mississippi with an Amended Certificate of Formation.

Also Read

Why Mississippi LLC Amendment is So Important

LLCs, or limited liability companies, offer owners liability protection similar to that of a corporation while providing the tax benefits of a partnership. This hybrid structure has become increasingly popular among small business owners due to its advantages in terms of simplicity and flexibility. The Mississippi LLC amendment further enhances these benefits by streamlining the registration process and updating the state’s laws to be more in line with modern business practices.

One of the key benefits of the amendment is the removal of capital requirements for LLC formation. Previously, individuals looking to start an LLC in Mississippi were required to contribute a certain amount of capital to the business. This requirement often acted as a barrier to entry for many entrepreneurs, especially those looking to start a small or home-based business. With the elimination of this requirement, individuals can now easily and affordably establish an LLC, opening up opportunities for more people to pursue their entrepreneurial dreams.

Additionally, the amendment allows for greater flexibility in LLC management and decision-making. Previously, Mississippi law required LLCs to operate under a member-managed structure, where all owners are involved in the day-to-day operations of the business. While this structure works well for some businesses, others may prefer a manager-managed model where certain individuals or a hired manager make the decisions. The amendment now allows for LLCs to choose between these structures based on what works best for their business needs.

Furthermore, the amendment clarifies the rights and responsibilities of LLC members, providing a more transparent and organized framework for business operations. This newfound clarity can help prevent misunderstandings and disputes among owners, fostering a smoother and more efficient business environment.

Overall, the Mississippi LLC amendment is a step in the right direction for the state’s business community. By simplifying the LLC formation process, providing greater flexibility in management structures, and clarifying member rights and responsibilities, the amendment creates a more conducive environment for entrepreneurship and business growth.

Entrepreneurs and small business owners in Mississippi should take advantage of this opportunity to establish or restructure their companies under the new and improved LLC laws. With the benefits of liability protection, tax advantages, and now enhanced flexibility and clarity, there has never been a better time to start or grow a business in the Magnolia State.

Conclusion

In conclusion, amending Mississippi Certificate of Formation is a simple process that requires a few steps to report any changes made to an LLC. Filing the Amendment is crucial, and failure to do so can lead to legal issues and non-compliance with state laws. By following the steps outlined in this article and submitting the necessary documents to the Mississippi Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.

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