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Form a corporation in Mississippi.

$49 + State Fee & 1st Year FREE Registered Agent

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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.

Requiment 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.

Learn more about incorporating in Mississippi

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silver

$49

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $50 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $50 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Mississippi Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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