Mississippi Corporation Foreign Qualification

What is a Mississippi Foreign Corporation?

A foreign Mississippi Corporation is an INC originally formed in another state that registers to do business in Mississippi. The process of registering a foreign Corporation in Mississippi is called foreign qualification. Foreign qualification is used to register a foreign company so that it may transact business in the state of Mississippi. There are a few requirements when filing an application for registration in Mississippi.

 

Mississippi Corporation Foreign Qualification

Steps to Mississippi Corporation Foreign Qualification:

Choosing a Name to Use in Mississippi

Before you register a foreign corporation, you need to select the name you are going to do business under within the state. This can be your legal name, as long as your name meets the standards of state law and is not already registered to another entity. You should do a business entity search on the Secretary of State website to determine availability.

Your name must include one of the following corporate designators: Corporation, Incorporated, Company, Limited, Corp., Inc., Co., or Ltd.

Registering with the Secretary of State

To register a foreign corporation in Mississippi, you must file an Application for Certificate of Authority with the Secretary of State’s office. This should be done online at the SOS website (you can print and mail the application, but processing is slower).

There is a $500 filing fee for an Application for Certificate of Authority. In addition, you must appoint a Mississippi registered agent, for which there is an added $25.

Included with the Application, you must attach a current Certificate of Good Standing from your home state.

Awaiting Processing

The Secretary of State encourages all entities to file their business documents online through the SOS web portal. Paper filings will not be accepted for much longer. Online processing to register a foreign corporation is generally done the same day. Mailed filings can take up to a week to process.

Mississippi Foreign Corporation Registration Quick Facts

  • Registration Form: Application for Certificate of Authority
  • Agency: Secretary of State
  • Registration Fee: $525 (includes registered agent consent fee)
  • Online Filing: Yes
  • Processing Time: Same Day (online)
  • Annual Report Deadline: April 15
  • Annual Report Fee: $22

What is a Certificate of Good Standing?

A Certificate of Good Standing (also called a Certificate of Existence) is a document issued by the Secretary of State in your home state. It authenticates that your business is domiciled within that state and is in good standing (has paid all of its taxes).

It does not in any way indicate that a business is free from outstanding litigation, or has never broken any laws.

What Happens if I Do Business Without a Certificate of Authority?

Foreign corporations transacting business in Mississippi are subject to penalties levied by the Secretary of State. There is a civil penalty of $10 per day for each day a corporation transacts business without authority (not to exceed $1,000 per year). As well, a foreign corporation cannot maintain a proceeding in any court until authority is obtained.

Do I Have to List My Name and Address on the Application?

You are required to list the names and business addresses of the officers and directors of your corporation. If you are not an officer or director, then no, your information does not have to be on the filing.