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, defending, or settling any proceeding
• Holding meetings of members or managers, or carrying on other activities concerning internal affairs
• Maintaining bank accounts
• Maintaining offices or agencies for transfer, exchange, and registration of its own securities or interests, or trustees or depositories for them
• Selling through independent contractors
• Soliciting or obtaining orders, if the orders require acceptance outside Mississippi to become contracts
• Creating or acquiring indebtedness, mortgages, and security interests in real or personal property
• Securing or collecting debts, enforcing mortgages and security interests securing them, and holding, protecting, and maintaining property so acquired
• Owning real or personal property, and nothing more
• Conducting an isolated transaction completed within 30 days that is not one of repeated transactions of a like nature
• Transacting business in interstate commerce
• Being a shareholder in a corporation or foreign corporation that transacts business in Mississippi
• Being a limited partner of a limited partnership or foreign limited partnership that transacts business in Mississippi
• Being a member or manager of an LLC or foreign LLC that transacts business in Mississippi

Under Miss. Code Ann. Section 79-29-1015, fourteen items across two subsections. Note subsection (4): a foreign LLC that is a general partner of a partnership transacting business in Mississippi IS declared to be transacting business.