Form a Corporation in Mississippi.

$0 + state fee & first year free Registered Agent.

Choosing a Corporation Name

Choosing a name for your new Mississippi corporation is one of the first official steps toward actually conducting business in the Magnolia State. The business name you choose must be able to be readily distinguished from all other registered Mississippi business entities, as well as any business entity names already reserved on the state rolls.

Your new business’ name must be written in English letters or characters and include one of the following words or an abbreviation thereof: “Incorporated,” “Corporation,” “Company,” or “Limited.” If the word “Company” is used, it may not be preceded by the word “and” or a symbol that means the same thing, such as “&.” The name also must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation.

Available corporate names may be reserved for up to 180 days for a fee of $25.

Articles of Incorporation

New Mississippi corporations must file articles of incorporation with the Mississippi Secretary of State’s office before they can start conducting business as a corporation. The articles must be delivered by at least one of the incorporators (who must be a natural person at least 18 years old), accompanied by the $50 filing fee.

The following information must be included in the articles of incorporation:

  • The name and address of the incorporators
  • The street address of the corporation’s initial registered office
  • The name of the new corporation’s initial registered agent at that office
  • The number of shares the corporation is authorized to issue
  • Any information about the designation of particular classes of shares

Mississippi law allows a corporation to be formed for any lawful business activity. There is no requirement for a specific corporate purpose to be stated in the articles of incorporation.

Mississippi law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

  • The names and addresses of the corporation’s initial directors
  • The corporate purpose(s) (Mississippi allows a corporation to be formed for any lawful purpose, so a specific statement is allowed but not necessary)
  • The powers and constraints of the corporation, its board of directors, and shareholders
  • The number of authorized shares or classes of shares
  • Provisions regarding the liability of directors in certain situations

Since Mississippi law does not use the concept of par value for stocks, you do not need to state a par value for your shares. The filing fee is a flat fee, rather than being based on your authorized shares, so you can authorize as many as desired. Most incorporators authorize common shares with equal voting, dividend, and liquidation rights and no special restrictions.

Registered Agent and Office

Every Mississippi corporation must have a registered agent in the state-the person or office designated to receive official state correspondence, both administrative and legal. The registered agent must be either a Mississippi resident whose business office is the same as the registered office, or a corporation with a business office identical to the registered office.

The registered office may be any of the corporation’s places of business in Mississippi.

Bylaws

Bylaws lay out the corporation’s basic managerial and legal operating principles. Mississippi corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders.

Bylaws normally address:

Shareholders and directors meetings

The authority, number, and tenure of directors

Voting procedures

The duties, responsibilities, and tenure of officers

How stock is issued

How and when annual financial information is provided to shareholders

Directors

Officers are appointed or elected by the board in compliance with the corporation’s bylaws, or elected by shareholders in compliance with the articles of incorporation. One officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws. Any officer may hold more than one office in the Mississippi incorporation.

Requirement Reports

The Mississippi Secretary of State requires that Mississippi corporations file a report each year within 60 days of the anniversary of its incorporation.

The report must include:

The corporation’s name and the state or country of original incorporation

The street address of the corporation’s registered office in the state

The name of its registered agent there

The address of the corporation’s principal office

The names and addresses of the directors and principal officers

A brief description of the nature of its business

The total number of issued and outstanding shares, itemized by class and series (if any) within each class

Taxes

Mississippi imposes an annual corporate franchise tax of $2.50 per $1,000 of corporate capital, surplus, and profits, plus a corporate income tax. There is a minimum annual franchise payment of $25. You must file a combined corporate franchise and income tax return each year.

How Our Service Works

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Filing Time & Price

The state charges this amount to file a new business entity. This fee goes directly to the Secretary of State.

State Fee:

$0

State Filing Time:

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Expedited Filing Time:

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Compliance Requirements

This report is mandatory and must be filed within the specified time frame in order for the entity to remain in good standing with the state. Failure to file this report can lead to the company being revoked or administratively dissolved.
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Commonly Asked Questions For Starting a Mississippi Corporation

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