Mississippi Foreign Registration / The daily charge

The Mississippi daily charge for unregistered foreign LLCs

A foreign LLC that works in Mississippi without registering owes the $250 registration fee plus $10 per day of delay, to a maximum of $1,000 per year of unregistered business, and it cannot bring a suit in a Mississippi court until it registers. The company's contracts stay valid, and its members are not personally liable just because it went unregistered.

What a delay costs

Unregistered days	Daily add-on	Registration plus add-on
30	$300	$550
90	$900	$1,150
A full year or more	$1,000	$1,250

The add-on is capped at $1,000 for each year, so a second unregistered year adds a second ceiling. We total the add-on from your start date as part of preparing a late registration.

Where does the daily charge come from?

It sits in the Act's fee section, not in a separate penalty provision. The section lists the application for registration of a foreign LLC at $250 and adds $10 per day, with a ceiling of $1,000 per year of transacting business without a registration. Because it is part of the filing fee, you pay it when you register, not before. The state does not bill it separately.

When does the count start?

The Act ties the charge to the days the LLC transacts business without registration. The application asks for the date it first did business here or intends to, which is where the state gets the number. Time spent only on excluded activities, such as keeping a bank account, is not transacting business. Employees' time of 30 days a year is the guide's rule of thumb for when registration became necessary.

Can the unregistered LLC sue?

No, not while it is unregistered. Under the Act, a foreign LLC doing business in Mississippi cannot start or carry on a case in a Mississippi court before it has registered. Registering lifts the bar. That is the cost of waiting that people tend to overlook: a customer who does not pay, or a contract dispute, cannot be taken to a Mississippi court by an unregistered LLC.

Are contracts still valid?

Yes. Going unregistered leaves the LLC's contracts and acts valid, lets the other party sue on a contract, and lets the LLC defend itself in court. The penalty falls on the LLC's own access to the courts and on its fee.

Are members personally liable?

Not for that reason alone. A member of a foreign LLC is not liable for the company's debts, obligations or liabilities solely because it transacted business in Mississippi without registering. Ordinary rules about personal guarantees and a member's own acts still apply.

Service of process and the Attorney General

Doing business without registering puts the Secretary of State in the role of agent for suits tied to that business. Mississippi's Attorney General can bring an action to restrain a foreign LLC that operates in breach of the article. The Act sets no criminal penalty for the failure to register. How an earlier unregistered stretch is treated turns on the facts, so ask a Mississippi business lawyer.

Revocation after registering

Registering does not end the risk. The Secretary of State may start to revoke a foreign LLC's registration if the LLC does not pay fees within 60 days of when they are due, does not deliver its annual report within 60 days of the due date, has no registered agent for 60 days or more, does not report an agent change within 60 days, learns of a home-state dissolution or merger certificate, or has misrepresented a material matter. The office must give notice first, and the LLC can cure at any point in the 60 days before the effective date.

What revocation does

The LLC's authority to do business stops on the date written in the revocation certificate. Papers on claims from the registered period go through the Secretary of State, the registered agent's own authority continues, and a revoked LLC may not sue in Mississippi courts until it is reinstated. Contracts stay valid, and members are not liable just because of revocation.

Reinstating a revoked registration

An LLC revoked under the Act may apply for reinstatement at any time. The application recites the name and the effective date of the revocation, states that the grounds either did not exist or have been cured, and states that the name meets the naming rule. The fee is $100. Once reinstated, the registration takes effect as of the original revocation date, and liability in between is judged as if the revocation had never happened. If the office denies the application, the LLC can appeal to chancery court within 30 days after service of the denial.

How to stop the charge

Register. The charge grows only while the LLC is working here unregistered, and the filing ends the unregistered period. Ordering the home-state certificate on the day you decide is the quickest way to cut the days. The guide lists the order of work, and the F0200 page covers the application.

Penalty questions

Is the daily charge a fine?

The Act puts it in the fee section as an addition to the registration fee.

Is there a criminal penalty?

The Act sets none for failing to register.

Does the cap reset each year?

The cap is $1,000 for each year the LLC transacts business without registering.

When is it paid?

With the registration fee, at the moment the LLC files.

Our fee and Mississippi's

Register before the days add up

Mississippi

$199

+ $250 Mississippi fee

Your answers turned into the Mississippi foreign LLC application
Your formation-state certificate held up against the age limit
An agent at a Mississippi street address, from us or from you
The registration as filed, delivered to you
Renewal: after the first year, the agent service renews at $149 a year

The state portion is $250. Checkout lists it on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.