Mississippi: LLC Registered-Agent and Registered-Office Requirements
The short answer
A Mississippi LLC's certificate of formation must identify a commercial registered agent or give a noncommercial agent's name, Mississippi street address, and email, and the filing affirms notice and consent. An individual or domestic or foreign entity may serve; commercial listing is elective, and Chapter 35 does not expressly exclude the represented LLC itself. Changes take effect on filing, resignation requires at least 30 days' advance notice before filing and ends on replacement or day 31 afterward, and a 60-day agent lapse can lead to administrative dissolution after a further 60-day cure notice.
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This is the general rule in Mississippi. Ezel applies current Mississippi law to your specific facts and answers with citations to the statutes.
| Governing law and terminology | Revised Mississippi Limited Liability Company Act plus Mississippi Registered Agents Act; the statutes use 'registered agent' and an in-state agent address, not a separate current LLC registered-office duty (Miss. Code §§ 79-29-201, 79-35-1 to -19) |
|---|---|
| Continuous designation duty | Certificate must include the § 79-35-5 appointment information; 60 days without an agent, or without notifying the Secretary after change/resignation, is an administrative-dissolution ground (§§ 79-29-201, 79-29-821(c)-(d)) |
| Eligible individual | Individual may serve as commercial or noncommercial agent with an actual Mississippi street address; no separate age, residence, citizenship, or statutory office-hours rule is stated (§§ 79-35-2, -4, -6) |
| Eligible entity and self-service | Domestic or foreign entity may serve; commercial listing is elective with no stated client threshold; Chapter 35 does not expressly exclude the represented LLC, and a member/manager may serve personally if independently qualified (§§ 79-35-2, -6) |
| Registered office, address, and hours | Actual Mississippi street address plus Mississippi mailing address if different, and agent email; SOS guidance requires a Mississippi physical address; no numbered availability window is stated (§§ 79-35-4 to -6) |
| Consent and initial filing | Certificate gives commercial-agent name or noncommercial-agent name/address/email; filing affirms notice, forwarding address, and consent, while naming an agent without written consent is an offense (§§ 79-29-201, 79-35-5, -19) |
| Change, resignation, and replacement | Entity change and agent name/address/email changes take effect on filing; resignation needs 30-day advance notice before filing and ends on replacement or day 31 after filing (§§ 79-35-7 to -11) |
| Agent duties and service | Agent receives and forwards process/notices/demands, gives required notices, and keeps filing information current; written-document service is the default (§§ 79-35-13 to -14) |
| Lapse consequences and fallback service | 60-day agent lapse can trigger dissolution notice and a further 60-day cure; absent/unservable agent leads first to service on governors, then Secretary-of-State service after reasonable diligence (§§ 79-29-821, -823; 79-35-13) |
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Requirements one by one
Governing law and terminology
Mississippi divides the subject between the Revised Mississippi Limited
Liability Company Act, Mississippi Code § 79-29-101 et seq., and the Mississippi
Registered Agents Act in §§ 79-35-1 to 79-35-19. The current formation statute
uses registered agent and incorporates the Chapter 35 appointment filing. It
does not impose a separate current LLC registered-office duty; former §§
79-29-113 and 79-29-125 are repealed.
Continuous designation duty
Section 79-29-201 requires the certificate of formation to include the
appointment information in § 79-35-5(a). Mississippi expresses the continuing
requirement through its lapse rules: § 79-29-821 permits administrative-
dissolution proceedings after 60 days without a registered agent or 60 days
without notifying the Secretary of State that the agent changed or resigned.
Eligible individual
Chapter 35 allows an individual to serve as either a commercial or
noncommercial registered agent. The address provision requires an actual
Mississippi street address, and the Secretary of State describes the operative
requirement as a Mississippi physical address. The cited provisions do not add
a minimum age, Mississippi-residency, citizenship, or daily-hours condition.
Eligible entity and self-service
Sections 79-35-2 and 79-35-6 allow a domestic or foreign entity to serve.
Commercial status is elective: an individual or entity becomes listed by filing
a commercial listing statement, and the statute states no represented-client
threshold that automatically triggers registration.
Chapter 35 defines “person” to include an LLC and does not expressly exclude the
represented LLC from serving as its own noncommercial agent. The Secretary of
State likewise says any corporation or LLC with a Mississippi physical address
may act as registered agent for a Mississippi company. A member or manager may
instead be named personally when that individual independently satisfies the
address and filing requirements.
Registered office, address, and hours
Section 79-35-4 requires an actual Mississippi street address and a Mississippi
mailing address when different. The 2021 amendment also requires the agent's
email in the applicable filings. The commercial-agent listing uses the email
and Mississippi place-of-business address where process and other documents may
be delivered.
The cited provisions state no numbered hours window or daily staffing schedule.
A mailing-only P.O. box does not replace the required actual street location.
Consent and initial filing
The certificate of formation incorporates § 79-35-5(a): it names the commercial
agent or supplies the noncommercial agent's name, address, and email. Under
§ 79-35-5(b), filing the appointment affirms that the LLC notified the agent,
provided the forwarding address used for the agent's duties, and obtained the
agent's consent. The agent does not separately sign the certificate under that
provision.
Consent still needs a record behind the filing. Section 79-35-19 makes it an
offense to file a false statement naming someone without that person's written
consent and authorizes entity-status and added reinstatement consequences.
Change, resignation, and replacement
An LLC changes the registered-agent information through a signed statement
under § 79-35-8. The new appointment again affirms notice and consent, no
separate interest-holder or governor approval is required, and the change takes
effect on filing. A noncommercial agent files name, street-address, or email
changes by represented entity; a commercial agent's filing updates all
represented entities. Both kinds of agent must promptly notify affected
entities.
Mississippi Code §§ 79-35-7 to -11 govern commercial termination, entity and
agent changes, and resignation. Mississippi's resignation timing has two
stages. Section 79-35-11 requires the
agent to send written notice to the LLC's last known principal office at least
30 days before filing the resignation. The filing then takes effect on the
earlier of a replacement appointment or the 31st day after filing. Commercial-
listing termination separately takes effect on day 31 and requires prompt
notice to every represented entity.
Agent duties and service
Mississippi Code §§ 79-35-13 to -14 authorize the registered agent to receive
process, notices, and demands and require a compliant agent to forward them to the
latest address supplied by the LLC, give Chapter 35 notices there, and keep the
applicable noncommercial filing or commercial listing current. The statute
states no numbered forwarding deadline.
Notice or demand ordinarily arrives as a written document. A commercial agent
may state in its listing that it accepts another form of record and the
conditions for doing so.
Lapse consequences and fallback service
Under § 79-29-821, 60 days without a registered agent is a ground for the
Secretary of State to begin administrative dissolution. The same is true when
the LLC does not notify the Secretary within 60 days that the agent changed or
resigned. Section 79-29-823 then requires a written determination notice by
agent email or first-class mail as the LLC indicated and gives the company a
further 60 days after service to cure or disprove the ground before dissolution.
Loss of the agent does not stop service. Section 79-35-13 first treats the LLC's
governors as service agents under the Mississippi Rules of Civil Procedure. If
they also cannot be served with reasonable diligence, service proceeds through
the Secretary of State. A notice or demand may instead be handed to the manager
or other person in charge of a regular company business place when the agent
and governor routes are unavailable.
What trips people up
The resignation clock starts before the filing. The agent must give at
least 30 days' written advance notice, then the filed resignation can remain
pending until day 31 afterward. An LLC should not treat the first notice as an
already-effective resignation or wait for day 31 to begin finding a replacement.
Consent and agent signature are different questions. The formation filing
affirms consent without requiring the agent to sign it, but § 79-35-19 separately
penalizes a false appointment made without written consent.
An unauthorized appointee can still create a service risk. Section
79-35-14 removes the unauthorized person's forwarding duty and liability, but
if that person accepts service by mistake, the statute says service is deemed
made on the entity even if the document is not forwarded.
Common questions
Can a Mississippi LLC be its own registered agent? Chapter 35 allows a
domestic entity to serve and does not expressly exclude the represented LLC.
The company must still provide the required Mississippi physical address,
email, consent record, and accurate filing information.
Does the registered agent have to sign the certificate of formation? No
separate agent signature is stated in §§ 79-29-201 or 79-35-5. The filing
affirms that the agent was notified and consented, and the filer must have the
written consent required by § 79-35-19.
Can service go straight to the Secretary of State when the agent is gone?
Not under Chapter 35's ordinary sequence. The statute first treats the LLC's
governors as service agents; Secretary-of-State service follows when the
governors also cannot be served with reasonable diligence.
How long does an LLC have to cure an agent lapse? A 60-day lapse creates
the administrative-dissolution ground. After the Secretary serves its written
determination, § 79-29-823 supplies another 60 days to cure or show that the
ground does not exist.
Statutes and sources
- Miss. Code §§ 79-29-201 and 79-29-821; §§ 79-35-1 to -19. Formation,
agent types, addresses, changes, resignation, service, duties, consent, and
lapse consequences. Official Code of Mississippi Annotated, release 78
(accessed July 27, 2026). - Miss. Code §§ 79-35-5, -6, -9, and -10. Current email requirements and
agent-change text. Official 2021 SB 2204 as sent to the Governor
(accessed July 27, 2026). - Miss. Code § 79-29-823. Current dissolution notice method and 60-day cure.
Official 2023 HB 1101 as sent to the Governor
(accessed July 27, 2026). - Mississippi Secretary of State, Registered Agents. Commercial status,
physical-address guidance, agent types, and permission.
Official guidance
(accessed July 27, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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