How to Incorporate in Mississippi

Mississippi Secretary of State—Business Services
PO Box 1020
700 North Street
Jackson, MS 39215-1020

601.359.1633 telephone
601.359.1607 facsimile

Statutory Authority: Mississippi Business Corporation Act — Miss. Code Ann. 79-4 (2013)

Mississippi Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Mississippi Secretary of State.

Mississippi Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Mississippi:

1. Type of corporation
2. Email
3. Company name
4. Number and class of authorized shares
5. Registered agent name and address
6. Name and address of each incorporator
7. Signature of each incorporator

Mississippi Incorporation Fee Schedule

Application for Name Reservation: $25.00
Articles of Incorporation: $50.00
Certificate of Authority: $500.00
Annual Report: $22.00
Articles of Dissolution: $25.00

Company Name

Your company name must end with a corporate designator. In Mississippi the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

Conduct an entity name search on the Mississippi Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 180 days by filing an “Application for Name Reservation” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Mississippi requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Mississippi resident or active Mississippi business entity that has a Mississippi street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Mississippi resident and have a Mississippi street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Mississippi corporation. Nevertheless, Mississippi permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay annual franchise tax.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority.”
2. Attach an original Certificate of Existence, issued within six months of the application, from the official who has custody of corporation records in the state of incorporation.
3. Submit the completed documents, along with the $500.00 filing fee, to the Mississippi Secretary of State.

Dissolving a Mississippi Corporation

1. If your corporation has not commenced business an/or issued shares, complete the “Articles of Dissolution (by Incorporators or Initial Directors) Profit Corporation.”
2. If your corporation has commenced business and issued shares, complete the “Articles of Dissolution (by Directors and Shareholders) Profit Corporation.”
3. Submit the appropriate document, along with the $25.00 filing fee, to the Mississippi Secretary of State.

How to Incorporate in Mississippi
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