The Mississippi Registered Agents Act

Miss. Code Ann. tit. 79, ch. 35

in effect

Miss. Code Ann. § 79-35-1 Short title.

This chapter shall be known and may be cited as the Mississippi Registered Agents Act.

Miss. Code Ann. § 79-35-2 Definitions.

As used in this chapter unless the context otherwise requires: “Appointment of agent” means a statement appointing an agent for service of process filed by a domestic entity that is not a filing entity or a nonqualified foreign entity under Section 79-35-12. “Commercial registered agent” means an individual or a domestic or foreign entity listed under Section 79-35-6. “Domestic entity” means an entity whose internal affairs are governed by the law of this state. “Entity” means a person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than: “Filing entity” means an entity that is created by the filing of a public organic document. “Foreign entity” means an entity other than a domestic entity. “Foreign qualification document” means an application for a certificate of authority or other foreign qualification filing with the Secretary of State by a foreign entity. “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee, or proxy, to: “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. “Interest” means: “Interest holder” means a direct holder of an interest. “Jurisdiction of organization,” with respect to an entity, means the jurisdiction whose law includes the organic law of the entity. “Noncommercial registered agent” means a person that is not listed as a commercial registered agent under Section 79-35-6 and that is an individual or a domestic or foreign entity that serves in this state as the agent for service of process of an entity. “Nonqualified foreign entity” means a foreign entity that is not authorized to transact business in this state pursuant to a filing with the Secretary of State. “Nonresident LLP statement” means: “Organic law” means the statutes, if any, other than this chapter, governing the internal affairs of an entity. “Organic rules” means the public organic document and private organic rules of an entity. “Person” means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. “Private organic rules” mean the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders, and are not part of its public organic document, if any. “Public organic document” means the public record the filing of which creates an entity, and any amendment to or restatement of that record. “Qualified foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of State. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. “Registered agent” means a commercial registered agent or a noncommercial registered agent. “Registered agent filing” means: “Represented entity” means: “Sign” means, with present intent to authenticate or adopt a record: “Transferable interest” means the right under an entity’s organic law to receive distributions from the entity. “Type,” with respect to an entity, means a generic form of entity: An individual; A testamentary, inter vivos, or charitable trust, with the exception of a business trust, statutory trust, or similar trust; An association or relationship that is not a partnership by reason of Section 79-13-202(c) or a similar provision of the law of any other jurisdiction; A decedent’s estate; or A public corporation, government or governmental subdivision, agency, or instrumentality, or quasi-governmental instrumentality. Receive or demand access to information concerning, or the books and records of, the entity; Vote for the election of the governors of the entity; or Receive notice of or vote on any or all issues involving the internal affairs of the entity. A governance interest in an unincorporated entity; A transferable interest in an unincorporated entity; or A share or membership in a corporation. A statement of qualification of a domestic limited liability partnership that does not have an office in this state; or A statement of foreign qualification of a foreign limited liability partnership that does not have an office in this state. The public organic document of a domestic filing entity; A nonresident LLP statement; A foreign qualification document; or An appointment of agent. A domestic filing entity; A domestic or qualified foreign limited liability partnership that does not have an office in this state; A qualified foreign entity; A domestic entity that is not a filing entity for which an appointment of agent has been filed; or A nonqualified foreign entity for which an appointment of agent has been filed. To execute or adopt a tangible symbol; or To attach to or logically associate with the record an electronic sound, symbol, or process. Recognized at common law; or Organized under an organic law, whether or not some entities organized under that organic law are subject to provisions of that law that create different categories of the form of entity.

Miss. Code Ann. § 79-35-3 Fees.

The Secretary of State shall collect the following fees when a filing is made under this chapter: Document Fee (1) Commercial registered agent listing statement $ 100.00 (2) Commercial registered agent termination statement $ 50.00 (3) Statement of change $ 10.00 per entity not to exceed $1,000.00 (4)(A) Statement of resignation No fee (B) Statement of nonacceptance No fee (5) Statement appointing an agent for service of process pursuant to $ 10.00 Section 79-35-12 Click to view The Secretary of State shall collect the following fees for copying and certifying a copy of any document filed under this chapter: $1.00 a page for copying; and $10.00 for a certificate. The Secretary of State shall collect a fee of Twenty-five Dollars ($25.00) each time process is served on the Secretary of State under this chapter. The party to a proceeding causing service of process is entitled to recover the fee as costs if he prevails in the proceeding. The Secretary of State may collect a filing fee greater than the fee as prescribed by rule, not to exceed Twenty-five Dollars ($25.00), if the form for such filings prescribed by the Secretary of State has not been used. The Secretary of State may promulgate rules to reduce the filing fees set forth in this section or provide for discounts of fees as set forth in this section to encourage online filing of documents or for other reasons as determined by the secretary.

Miss. Code Ann. § 79-35-4 Addresses in filings.

Whenever a provision of this chapter requires that a filing state an address, the filing must state: An actual street address in this state; and A mailing address in this state, if different from the address under paragraph (1) of this section.

Miss. Code Ann. § 79-35-5 Appointment of registered agent.

A registered agent filing must state: The name of the represented entity’s commercial registered agent; or If the entity does not have a commercial registered agent, the name and address of the entity’s noncommercial registered agent. State the type of filing and name of the represented entity making the filing. The appointment of a registered agent pursuant to subsection (a)(1) or (a)(2) of this section is an affirmation by the represented entity that: The entity has: Notified the agent of the appointment; and Provided the agent with a forwarding address as provided in Section 79-35-14; and The agent has consented to serve as such. The Secretary of State shall make available in a record as soon as practicable a daily list of filings that contain the name of a registered agent. The list must: Be available for at least fourteen (14) calendar days; List in alphabetical order the names of the registered agents; and

Miss. Code Ann. § 79-35-6 Listing of commercial registered agent.

An individual or a domestic or foreign entity may become listed as a commercial registered agent by filing with the Secretary of State a commercial registered agent listing statement signed by or on behalf of the person which states: The name of the individual or the name, type, and jurisdiction of organization of the entity; and The address of a place of business of the person in this state to which service of process and other notice and documents being served on or sent to entities represented by it may be delivered. A commercial registered agent listing statement may include the information regarding acceptance of service of process in a record by the commercial registered agent provided for in Section 79-35-13(d). If the name of a person filing a commercial registered agent listing statement is not distinguishable on the records of the Secretary of State from the name of another commercial registered agent listed under this section, the person must adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent. A commercial registered agent listing statement takes effect on filing. The commercial registered agent listing statement must be accompanied by a list in alphabetical order of the entities represented by the person. The Secretary of State shall note the filing of the commercial registered agent listing statement in the index of filings maintained by the Secretary of State for each listed entity. The statement has the effect of deleting the address of the registered agent from the registered agent filing of each of those entities.

Miss. Code Ann. § 79-35-7 Termination of listing of commercial registered agent.

A commercial registered agent may terminate its listing as a commercial registered agent by filing with the Secretary of State a commercial registered agent termination statement signed by or on behalf of the agent which states: The name of the agent as currently listed under Section 79-35-6; and That the agent is no longer in the business of serving as a commercial registered agent in this state. A commercial registered agent termination statement takes effect on the thirty-first day after the day on which it is filed. The commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of the commercial registered agent termination statement. When a commercial registered agent termination statement takes effect, the registered agent ceases to be an agent for service of process on each entity formerly represented by it. Until an entity formerly represented by a terminated commercial registered agent appoints a new registered agent, service of process may be made on the entity as provided in Section 79-35-13. Termination of the listing of a commercial registered agent under this section does not affect any contractual rights a represented entity may have against the agent or that the agent may have against the entity.

Miss. Code Ann. § 79-35-8 Change of registered agent by entity.

A represented entity may change the information currently on file under Section 79-35-5(a) by filing with the Secretary of State a statement of change signed on behalf of the entity which states: The name of the entity; and The information that is to be in effect as a result of the filing of the statement of change. The interest holders or governors of a domestic entity need not approve the filing of: A statement of change under this section; or A similar filing changing the registered agent or registered office of the entity in any other jurisdiction. The appointment of a registered agent pursuant to subsection (a) of this section is an affirmation by the represented entity that the entity has notified the agent of the appointment and that the agent has consented to serve as such. A statement of change filed under this section takes effect on filing.

Miss. Code Ann. § 79-35-9 Change of name or address by noncommercial registered agent.

If a noncommercial registered agent changes its name or its address as currently in effect with respect to a represented entity pursuant to Section 79-35-5(a), the agent shall file with the Secretary of State, with respect to each entity represented by the agent, a statement of change signed by or on behalf of the agent which states: The name of the entity; The name and address of the agent as currently in effect with respect to the entity; If the name of the agent has changed, its new name; and If the address of the agent has changed, the new address. A statement of change filed under this section takes effect on filing. A noncommercial registered agent shall promptly furnish the represented entity with notice in a record of the filing of a statement of change and the changes made by the filing.

Miss. Code Ann. § 79-35-10 Change of name, address, or type of organization by commercial registered agent.

If a commercial registered agent changes its name, its address as currently listed under Section 79-35-6(a), or its type or jurisdiction of organization, the agent shall file with the Secretary of State a statement of change signed by or on behalf of the agent which states: The name of the agent as currently listed under Section 79-35-6(a); If the name of the agent has changed, its new name; If the address of the agent has changed, the new address; and If the type or jurisdiction of organization of the agent has changed, the new type or jurisdiction of organization. The filing of a statement of change under subsection (a) of this section is effective to change the information regarding the commercial registered agent with respect to each entity represented by the agent. A statement of change filed under this section takes effect on filing. A commercial registered agent shall promptly furnish each entity represented by it with notice in a record of the filing of a statement of change relating to the name or address of the agent and the changes made by the filing. If a commercial registered agent changes its address without filing a statement of change as required by this section, the Secretary of State may cancel the listing of the agent under Section 79-35-6. A cancellation under this subsection has the same effect as a termination under Section 79-35-7. Promptly after canceling the listing of an agent, the Secretary of State shall serve notice in a record in the manner provided in Section 79-35-13(b) or (c) on: Each entity represented by the agent, stating that the agent has ceased to be an agent for service of process on the entity and that, until the entity appoints a new registered agent, service of process may be made on the entity as provided in Section 79-35-13; and The agent, stating that the listing of the agent has been canceled under this section.

Miss. Code Ann. § 79-35-11 Resignation of registered agent.

A registered agent may resign at any time with respect to a represented entity by filing with the Secretary of State a statement of resignation signed by or on behalf of the agent which states: The name of the entity; The name of the agent; and That the agent resigns from serving as agent for service of process for the entity. (1) The statement of resignation shall include a certification of the registered agent that at least thirty (30) days prior to the filing of the statement of resignation written notice of the resignation of the registered agent was sent to each represented entity for which the registered agent is resigning as registered agent. This notice shall be addressed and delivered to the last known principal office of each represented entity identified in the statement. The agent shall indicate in the statement each name and address to which the notice was sent. After receipt of the notice of resignation of its registered agent, the represented entity for which the registered agent was acting shall obtain and designate a registered agent. For purposes of this subsection, the “last known principal office” of the represented entity shall be the address of the entity on file with the Secretary of State’s office or the address most recently supplied to the agent by the entity, whichever is more current, or the actual principal office address if the actual address is known to the agent. A statement of resignation takes effect on the earlier of the thirty-first day after the day on which it is filed or the appointment of a new registered agent for the represented entity. When a statement of resignation takes effect, the registered agent ceases to have responsibility for any matter tendered to it as agent for the represented entity. A resignation under this section does not affect any contractual rights the entity has against the agent or that the agent has against the entity. A registered agent may resign with respect to a represented entity whether or not the entity is in good standing.

Miss. Code Ann. § 79-35-12 Appointment of agent by nonfiling or nonqualified foreign entity.

A domestic entity that is not a filing entity or a nonqualified foreign entity may file with the Secretary of State a statement appointing an agent for service of process signed on behalf of the entity which states: The name, type, and jurisdiction of organization of the entity; and The information required by Section 79-35-5(a). A statement appointing an agent for service of process takes effect on filing. The appointment of a registered agent under this section does not qualify a nonqualified foreign entity to do business in this state and is not sufficient alone to create personal jurisdiction over the nonqualified foreign entity in this state. A statement appointing an agent for service of process may not be rejected for filing because the name of the entity filing the statement is not distinguishable on the records of the Secretary of State from the name of another entity appearing in those records. The filing of a statement appointing an agent for service of process does not make the name of the entity filing the statement unavailable for use by another entity. An entity that has filed a statement appointing an agent for service of process may cancel the statement by filing a statement of cancellation, which shall take effect upon filing, and must state the name of the entity and that the entity is canceling its appointment of an agent for service of process in this state. A statement appointing an agent for service of process for a nonqualified foreign entity terminates automatically on the date the entity becomes a qualified foreign entity.

Miss. Code Ann. § 79-35-13 Service of process on entities.

A registered agent is an agent of the represented entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. If an entity that previously filed a registered agent filing with the Secretary of State no longer has a registered agent, or if its registered agent cannot with reasonable diligence be served, the governors of the entity will be treated as the entity’s agent for service of process who may be served pursuant to the provisions of the Mississippi Rules of Civil Procedure. The names of the governors and the address of the principal office may be as shown in the most recent annual report filed with the Secretary of State. If the governors of the entity cannot with reasonable diligence be served, service of process against the entity shall be upon the Secretary of State in accordance with the Mississippi Rules of Civil Procedure. If notice or demand cannot be made on an entity pursuant to subsection (a) or (b) of this section, notice or demand may be made by handing a copy to the manager or other individual in charge of any regular place of business or activity of the entity. Notice or demand on a registered agent must be in the form of a written document, except that notice or demand may be made on a commercial registered agent in such other forms of a record, and subject to such requirements as the agent has stated from time to time in its listing under Section 79-35-6 that it will accept. Service of process, notice, or demand may be perfected by any other means prescribed by law other than this chapter, including provisions in the organic entity laws that provide for service of process on the Secretary of State in the event that registration of an organic entity has been canceled, withdrawn or revoked or the domestic organic entity has been administratively dissolved or voluntarily dissolved under the applicable organic entity statute.

Miss. Code Ann. § 79-35-14 Duties of registered agent.

The only duties under this chapter of a registered agent that has complied with this chapter are: To forward to the represented entity at the address most recently supplied to the agent by the entity any process, notice, or demand that is served on the agent; To provide the notices required by this chapter to the entity at the address most recently supplied to the agent by the entity; If the agent is a noncommercial registered agent, to keep current the information required by Section 79-35-5(a) in the most recent registered agent filing for the entity; and If the agent is a commercial registered agent, to keep current the information listed for it under Section 79-35-6(a). Upon the filing of the notice of nonacceptance, the Secretary of State shall notify the entity in writing of the nonacceptance. After receipt of the notice from the Secretary of State, the entity shall obtain and designate a registered agent. A person named as the registered agent for a represented entity in a registered agent filing pursuant to this chapter without the person’s consent is not considered to be a “registered agent” of the entity for purposes of this chapter and therefore the person shall not have, and shall not be required to perform, the duties prescribed by this section with respect to the represented entity described in this subsection (b). In the event a person described in this subsection (b) is served with notice of service of process pursuant to Section 79-35-13(a), service on the person shall be deemed to be service on the entity that named the agent, even if the person does not forward the service to the entity. The person described in this subsection (b) shall have no responsibility to forward the service described in this subsection (b) to the entity, even if the person accepts the service by mistake; and the person further may not be held liable regardless of whether the person files a notice of nonacceptance with the Secretary of State: Under a judgment, decree, or order of a court, agency, or tribunal of any type, or in any other manner, in this or any other state, or on any other basis, for a debt, obligation, or liability of the represented entity, whether arising in contract, tort, or otherwise, solely because of the person’s designation or appointment as registered agent; or To the represented entity or to a person who reasonably relied on the unauthorized designation or appointment solely because of the person’s failure or refusal to perform the duties of a registered agent under this section. A person described in subsection (b) of this section may file a notice of nonacceptance with the Secretary of State’s office for the purpose of removing the person’s name from the records of the Secretary of State that relate to the entity described in subsection (b) of this section.

Miss. Code Ann. § 79-35-15 Jurisdiction and venue.

The appointment or maintenance in this state of a registered agent does not by itself create the basis for personal jurisdiction over the represented entity in this state. The address of the agent does not determine venue in an action or proceeding involving the entity.

Miss. Code Ann. § 79-35-16 Consistency of application.

In applying and construing this chapter, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.

Miss. Code Ann. § 79-35-17 Relation to Electronic Signatures in Global and National Commerce Act.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 USCS Section 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 USCS Section 7001(c), or authorize delivery of any of the notices described in Section 103(b) of that act, 15 USCS Section 7003(b).

Miss. Code Ann. § 79-35-18 Savings clause.

This chapter does not affect an action or proceeding commenced or right accrued before January 1, 2013.

Miss. Code Ann. § 79-35-19 Designation of registered agent without consent; penalties and liablilties.

In addition to other penalties, a person commits an offense if the person makes a false statement in a registered agent filing that names a person the registered agent of a represented entity without the person’s written consent. The following penalties and liabilities shall apply with respect to a false statement in a registered agent filing made under this chapter that names a person the registered agent of a represented entity without the person’s consent: Section 79-4-1.29 (Domestic Corporations); Section 79-4-15.30 (Foreign Corporations); Section 79-11-123 (Domestic Nonprofit Corporations); Section 79-11-385 (Foreign Nonprofit Corporations); Section 79-29-207 (Domestic Limited Liability Companies); Section 79-29-1019 (Foreign Limited Liability Companies); Section 79-13-1003 (Limited Liability Partnerships); Section 79-13-1106 (Foreign Limited Liability Partnerships); Section 79-15-129 (Foreign Investment Trusts); and Section 79-16-27 (Foreign Business Trusts). The Secretary of State may commence a proceeding to administratively dissolve the domestic entity or to revoke the foreign entity’s certificate of authority or similar certificate as prescribed by Section 79-4-14.20 (Corporations); Section 79-4-15.30 (Foreign Corporations); Section 79-11-347 (Nonprofit Corporations); Section 79-11-385 (Foreign Nonprofit Corporations); Section 79-13-1003 (Limited Liability Partnerships); Section 79-13-1106 (Foreign Limited Liability Partnerships); Section 79-29-809 (Limited Liability Companies); Section 79-29-1011 (Foreign Limited Liability Companies); Section 79-14-811 (Limited Partnerships); Section 79-14-1010 (Foreign Limited Partnerships); Section 79-15-129 (Foreign Investment Trusts); and Section 79-16-27 (Foreign Business Trusts). Any entity that is administratively dissolved or whose certificate of authority is revoked pursuant to this paragraph shall not be reinstated unless it complies with the applicable statutory reinstatement requirements and unless it provides to the Secretary of State with its application for reinstatement a statement of appointment of registered agent signed by its appointed registered agent and an additional reinstatement fee of Two Hundred Fifty Dollars ($250.00), in addition to the applicable statutory reinstatement fee.

Source: Public.Resource.Org MS CodeURL: https://unicourt.github.io/cic-code-ms/transforms/ms/ocms/r78/gov.ms.code.title.79.htmlFetched: 10/18/2026