A foreign corporation or LLC may not transact business in Mississippi until it obtains a certificate of authority from the Secretary of State. The following non-exhaustive list of activities do not constitute transacting business:

(1) Maintaining, defending or settling any proceeding;
(2) Holding meetings of the members, managers, board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(9) Owning, without more, real or personal property;
(10) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;
(11) Transacting business in interstate commerce;
(12) Being a shareholder in a corporation or a foreign corporation that transacts business in this state;
(13) Being a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;
(14) Being a member or manager of a limited liability company or foreign limited liability company that is transacting business in this state.

Wayfair Nexus

Businesses located out of the state that have sales into the state of Mississippi that exceed $250,000 over any twelve-month period are considered to have substantial economic presence in the state and are required to register with the Mississippi Department of Revenue in order to collect and remit tax.


Let's Talk