Buying or selling a cannabis business in Mississippi

Is cannabis legal in Mississippi?

Medical only, under the Mississippi Medical Cannabis Act of 2022, codified at Miss. Code chapter 41-137. Adult-use is not legal. Regulation is split between two agencies, which is the first practical thing to know about a Mississippi deal:

• The Mississippi State Department of Health licenses cultivators, micro-cultivators, processors, transporters, disposal entities, testing labs and research facilities, and registers patients and practitioners.
• The Department of Revenue, through its ABC enforcement division, licenses dispensaries and collects the cannabis taxes.

A vertically integrated target therefore has two regulators, two renewal cycles and two sets of filings.

What licences exist, and how many?

There is no statewide cap. Mississippi issues licences to anyone who qualifies and pays, which puts it with the open-market states rather than with capped neighbours like Arkansas or Georgia. As of early 2026 the state had roughly 190 licensed dispensaries with about 175 active, plus a large cultivation and processing base.

Licence	Application fee	Annual fee
Dispensary	$15,000	$25,000
Cultivator, tier 1 to tier 6 by canopy	$5,000 to $60,000	$15,000 to $150,000
Micro-cultivator	$1,500 to $2,500	$2,000 to $3,500
Processing, transport, disposal	$5,000 to $15,000	Varies by class

Fees are set in Miss. Code 41-137-35. Research facilities at universities and colleges are exempt.

Ownership caps: the real constraint

Mississippi does not limit how many licences exist. It limits how many one person can control. Under section 41-137-35, no individual or entity may hold an interest greater than 10 percent in more than one cultivation facility, more than one processing facility, or more than five dispensary licences. Disclosure obligations attach at the 10 percent level.

For a buyer that changes the whole strategy. You cannot build a Mississippi cultivation platform by acquiring competitors, and a retail roll-up stops at five stores per owner. Anyone approaching the cap has to decide whether to grow by relocating and upgrading existing licences rather than adding them. Compare the position in ownership caps and residency rules by state and the strategy questions in multi-state platform building.

Residency

Dispensaries have no residency test: the Department of Revenue states directly that dispensary applicants are not required to be Mississippi residents. Micro-cultivator and micro-processor applicants must show three consecutive years of Mississippi residency and US citizenship, provable with tax returns, property records, utility bills or vehicle registration. That split creates a two-speed market. Out-of-state capital can buy retail freely; the micro tier is effectively reserved for Mississippians and is the part of the market least likely to change hands to a national buyer.

How does a sale work in Mississippi?

By approved transfer of ownership interests, not by assignment. Under 15 Miss. Code R. 22-3.10, adopted 13 January 2024, a licensee may transfer ownership interests, including a partial interest, only after the Department approves a transfer application. The incoming owner files essentially the same supplemental information required of a new applicant, including fingerprints and background checks, and attempting a transfer without approval exposes the licence to suspension or revocation.

Two practical points. First, because the rule reaches partial interests, even a minority investment is a filing event, so cap-table changes during a deal have to be sequenced. Second, dispensary transfers run through the Department of Revenue while cultivation and processing transfers run through the Department of Health, so a vertical deal needs both timetables in the approval contingency and both in the closing checklist.

Local control

Counties and municipalities were given a 90-day window after enactment to opt out of cultivation, processing, sale and distribution, and may vote to opt back in later. The Department of Revenue maintains an opt-out map, and any applicant must attest that its location is not in an opted-out jurisdiction. Where a locality is in, it may set time, place and manner rules but may not ban dispensaries or regulate them into impracticability. Confirm the current status of the target’s city and county rather than relying on the deal file; see local control and municipal approvals.

Taxes, 280E and track-and-trace

A 5 percent excise tax applies on the first sale of cannabis, and the ordinary 7 percent state sales tax applies at retail. Calendar 2025 produced about $2.18 million of excise and $9.00 million of sales tax, on nearly $139 million of retail sales. Mississippi has not enacted a 280E decoupling statute, and does not need one in the same way: as a medical-only programme, qualifying activity is outside 280E going forward under the April 2026 Schedule III order, with no adult-use revenue to apportion. Mississippi uses Metrc for seed-to-sale reporting.

Market conditions

Growing, but crowded. Retail sales reached nearly $139 million in calendar 2025 and active patients rose from 49,626 in 2024 to 66,041 in 2025. With about 175 active stores serving that base, average revenue per dispensary is under $800,000 a year, which is thin by national standards and means many stores do not support a full-time absentee owner. Expect price compression where stores cluster, and treat any target’s trailing twelve months as the ceiling rather than the floor unless patient growth in its county supports otherwise.

What this means for sellers and buyers

Sellers. Because licences are not scarce, a Mississippi sale is priced on earnings, location and lease, not on the licence. Clean books, verified Metrc-to-POS reconciliation and a transferable lease do more for your price than anything else. Read how much is my cannabis business worth before setting an expectation.

Buyers. Mississippi is one of the easier medical states to enter from out of state, so compare buying an operating store against applying for a new licence, which is covered in buying a licence vs applying for one. Check your aggregate ownership against the 10 percent and five-dispensary limits before you sign, confirm the local opt-out status, and budget for two regulators. This page is educational, not legal or tax advice.