A delinquent Mississippi LLC can still get this certificate. It just says so on the document.

The Bottom Line for Mississippi LLCs

Order it from inside the Business Services portal and it is available as soon as the payment goes through. The part that matters more is what happens when you are behind: the certificate states whether your most recent annual report has been filed, so it issues either way and tells the reader which it is.

Miss. Code Ann. 79-29-219(1) sets out what the certificate must state, and paragraph (d) uses the word whether. That single word separates a disclosure from a bar. Maine's parallel provision, drafted from the same model and carrying almost the same list of recitals, says the certificate states that the report has been filed, which means a delinquent Maine LLC cannot obtain one at all. Mississippi's says whether, which means a delinquent Mississippi LLC obtains one that reports the delinquency in writing. Two statutes with nearly identical text, opposite consequences for the person holding the bill. The only hard stop in the Mississippi section is dissolution: once a certificate of dissolution or of administrative dissolution has taken effect, there is nothing left for the Secretary of State to certify.

What Mississippi Actually Calls It

Mississippi issues this as the Certificate of Existence, through Mississippi Secretary of State, Business Services Division. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

The certificate states the LLC's name, that it was duly formed under Mississippi law and the date of formation, whether all fees due to the Secretary of State under the LLC Act have been paid, whether the most recent annual report has been filed, and whether a certificate of administrative dissolution or a certificate of dissolution has been filed. It is conclusive evidence that the LLC is in existence.

Mississippi also uses Certificate of Good Standing, Certificate of Good Standing/Existence for documents in this family.

Why You Need One

Requests come from four places. Another state's filing office wants Mississippi's word before it will register your LLC there as a foreign entity. A bank or an SBA lender wants it in the underwriting file. A buyer or an investor wants it in diligence. A larger customer wants it uploaded to a vendor portal. In Mississippi there is a fifth consideration, and it belongs here rather than further down. Because the certificate reports your annual report status rather than withholding itself, ordering one while you are behind puts a written record of that in someone else's file. If the annual report is outstanding and the request is not urgent, file it first. The certificate is not a document you can quietly test.

What It Costs in Mississippi

Mississippi charges $25 for the Certificate of Existence.

Where this fee comes from: (s) Application for Certificate of Existence or Authorization, Twenty-five Dollars ($25.00). (Miss. Code Ann. 79-29-1203(1)(s))

How to Order It

You can order the Certificate of Existence online.

Available immediately upon payment through the online order system.

Order it on the Mississippi site

Ordered from the Business Services portal after logging in, using the Order Documents option at the bottom of the entity page.

Do not go looking for the price on the fee schedule, because it is not there and you have not missed it. Both of the Secretary of State's published schedules, the services and fees document and the business documents filing fee list, run through formation, amendment, merger and dissolution for LLCs without a line for this certificate. The amount is set in the LLC Act itself instead, which is an odd place for a filing office to leave a consumer facing price. Ordering happens from inside the portal rather than from a public form: log in, open the entity, and use the Order Documents option at the bottom of its page, which means whoever holds the portal credentials for the LLC is the person who can place the order. Two smaller cautions. A certified copy of a filing is a separate product priced per page plus a certification charge, and it is not a substitute for this certificate. And the state's promise of immediate availability is written about most business filings, with the hedge attached to copies rather than to certificates, so it is the state's own wording and worth leaving a little room for.

1. 1

   Log in to the Business Services portal

   The order option is only visible from inside a logged in session on the entity's page, not from the public business search. If nobody at the company still has the credentials, sorting that out is the first task rather than the last.

2. 2

   Check the annual report status before you order anything

   This is the step Mississippi's statute makes worth doing. The certificate will report whether the most recent report is filed, so knowing the answer before you pay tells you whether you are about to buy a document that helps you or one that documents a problem.

3. 3

   File the outstanding report first if there is one

   Filing brings the record current so the certificate reports it that way, and it also stops the sixty day clock that can put the entity on the path to administrative dissolution. Wait for the filing to post before you order.

4. 4

   Use Order Documents at the bottom of the entity page

   The option sits at the foot of the entity's page in the portal rather than in a separate ordering area. From there you follow the prompts through the order and the payment.

5. 5

   Retrieve the certificate and read what it says

   Certificates are available on payment, so retrieve the file in the same session. Read the recitals before you forward it: the name, the formation date, the fees line and the report line are all statements the state is making about you to whoever opens it.

What Puts You Out of Standing in Mississippi

Mississippi will issue the Certificate of Existence to an LLC that is behind on its reports. It does not refuse; it states on the face of the document whether the most recent report was filed. So ordering one while you are behind does not get you a clean certificate, it hands the person who asked a written record of the delinquency. File first, then order. No separate tax clearance from a revenue agency is part of it.

Mississippi does require a Department of Revenue tax clearance letter, but for reinstatement after administrative dissolution, not for a certificate of existence: "you will be notified that all corporations and certain LLC's seeking reinstatement will need to obtain a tax clearance letter from the Mississippi Department of Revenue." Separately, Miss. Code Ann. 79-29-821(e) makes a Department of Revenue delinquency notice a ground on which the Secretary of State may begin an administrative dissolution, which can end in the certificate being barred, but that is a dissolution proceeding rather than a clearance step in the order.

Issuance is barred once a certificate of dissolution or a certificate of administrative dissolution has become effective.

Two things can be true of a Mississippi LLC at once, and the certificate reports both without editorialising. Falling behind on the annual report does not stop the certificate; it changes what the certificate says about you, and a lender reading paragraph by paragraph will reach that line. Administrative dissolution is the real cliff. Failure to deliver the annual report to the Secretary of State within sixty days after it is due is a ground on which the office may begin an administrative dissolution, so the report reaches the certificate by a slow route rather than a direct one: not as a condition of issuance, but as the start of a process that can eventually leave nothing to issue. That is also the difference in practice between an owner who is a month late and one who has been ignoring the mail for a year. The first gets a certificate with an awkward line on it. The second may find the entity dissolved and the order refused outright.

How Long It Stays Good in Mississippi

Mississippi publishes nothing about how long the Certificate of Existence stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not Mississippi's. Ask what it is, and order the certificate once you know.

A Mississippi certificate ages in a specific way, and it is worth understanding before you reuse one. Because the document reports whether the most recent annual report has been filed, a certificate bought in one quarter and sent in another may be describing a different most recent report than the one now due. It was accurate when issued and can still be misleading when read, which is exactly what a diligence lawyer is trained to spot. So the rule here is firmer than the general advice: if your annual report deadline falls between the day you order and the day you send, order again after you have filed. Otherwise, order once the requester has told you what dating it wants and send it inside that window.

Using It Outside the United States

For use abroad, Mississippi Secretary of State, Business Services Division will authenticate the certificate with an apostille for $5 per document.

Who to Ask in Mississippi

The Business Services Division of the Mississippi Secretary of State keeps the entity record, runs the portal you log in to, publishes the fee schedules the certificate is missing from, and processes the annual report. The same division handles apostilles and authentications, so a certificate going to a foreign registry or consulate stays in one office from order to legalization, provided the document bears a Mississippi public official's signature or a Mississippi notary's. The Mississippi Department of Revenue matters here in one direction only: it issues the tax clearance letter that corporations and certain LLCs need in order to be reinstated after an administrative dissolution, and a Revenue delinquency notice is separately a ground on which the Secretary of State may start one. Neither of those is a step in ordering a certificate.

Sources

• sos.ms.gov/content/documents/pol_res/llcs/1revisedLLCact.pdf
• sos.ms.gov/business-services/order-documents
• sos.ms.gov/content/documents/Business/Services%20&%20Fees%20Document.pdf
• sos.ms.gov/content/documents/Business/FeeSchedule.pdf
• sos.ms.gov/business-services/faqs
• sos.ms.gov/business-services/apostilles-authentications

Every figure on this page was read from a Mississippi government source, not from a formation service. Confidence in this record: medium. See our editorial policy for how these are verified and corrected.