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.