Mississippi Corporation Filing
Steps to Incorporating a Mississippi Corporation:
Naming Your Mississippi Corporation
Your first step in forming a corporation is choosing a name for your Mississippi corporation. The Mississippi Business Corporation Act lays out specific rules for corporation names. For example, your name must contain one of the following designators:
You may also use an abbreviation of these terms (Corp., Inc., Co., Ltd.).
You cannot register a name that is already in existence in Mississippi. You can conduct a business entity search on the Secretary of State website to check for current availabilities.
Filing Articles of Incorporation
To form a corporation in Mississippi, you file Articles of Incorporation with the Secretary of State. There is a $50 filing fee (plus an additional $25 for registered agent consent). You can file Articles of Incorporation by mail, or you can file online.
Articles of Incorporation lists basic information about your company, such as: the corporation name, the type of corporation (profit or non-profit), the classes and numbers of shares of stock, and the name and address of your Mississippi registered agent.
The individual or individuals who file your Articles of Incorporation are known as your incorporators. You are required to list the names and addresses of all incorporators, and the incorporators must also sign the document.
Writing Corporate Bylaws
Your Corporate Bylaws are an internal document. Bylaws detail two elements of your corporation: ownership and management.
Regarding ownership, Bylaws record the initial shareholders and their initial contributions to the corporation. If you have different classes of stock (such as general and preferred stock), then your Bylaws must describe what rights are conferred by owning each stock. For example, in many corporations, preferred stock grants special voting rights that do not come with owning general shares.
Bylaws assign the initial administrative roles of the corporation:
- Board of Directors
- Corporate Officers (President, Vice President, Treasurer, etc.)
Bylaws also detail the specific responsibilities and duties that come with each role.
As well, Bylaws address procedural concerns, such as the date, place and time of the annual shareholders meeting.
In reality, Bylaws can encompass any element of your company that you feel needs to be explicitly addressed before business commences. It is important to write detailed, thorough Bylaws when you form a corporation, as they can help your company avoid signiciant misunderstandings in the future.
Opening a Bank Account
To process payments and handle monetary transactions, your Mississippi corporation will need a corporate bank account. While this is not a legal requirement for incorporating in Mississippi, it is crucial that a business account is set up for your corporation and that a personal banking account is not used for company business.
Using personal accounts for company business will invalidate the liability protection offered by your corporation.
Banks will generally want to see copies of your Articles of Incorporation and Corporate Bylaws, as well as your Employer Identification Number (issued by the IRS), and an initial resolution authorizing the opening of accounts.
Filing You Annual Report
After you form a corporation in Mississippi, you must file an Annual Report each year. The deadline for reporting is April 15. There is a $22 Annual Report fee for Mississippi corporations.
The Annual Report can be filed online at the Secretary of State website.
|Mississippi Incorporation Facts|
|Incorporation Form||Articles of Incorporation|
|Filing Agency||Mississippi Secretary of State|
|Filing Fee||$53 (includes registered agent consent fee)|
|Processing Time||1 Week|
|Online Filing||Yes (immediate processing for domestics)|
|Annual Report Due||April 15|
|Annual Report Fee||$22|
|Our Total Fee||$198|
Can I Start Doing Business Before I Incorporate in Mississippi?
No. You cannot legally transact business on behalf of your corporation before you incorporate in Mississippi. The Mississippi Business Corporation Act states that if this happens, anyone purporting to act on behalf of the corporation will be held responsible for any liabilities created during that time.
What is a Business Purpose?
When you form a corporation in Mississippi, you must incorporate for a particular purpose. In its broadest sense, you are acknowledging that your corporation is forming to “engage in any lawful business.” In other words, you’re not breaking the law.
If you want to define your business purpose more narrowly, you can do so in your Articles of Incorporation.
How Long Does It Take to Incorporate in Mississippi?
Mailed filings will be processed typically in one week, but this can be expedited by paying an additional $25 fee. Expedited filings are processed in a single day.
Domestic companies filing online will be processed immediately.
Do I Have to Appoint a Board of Directors for My Mississippi Corporation?
Generally, yes. Mississippi law requires a Board of Directors for every domestic corporation. However, there is an exception.
MS Code § 79-4-732 allows for the shareholders to make an agreement that eliminates the Board of Directors entirely. If the shareholders do so, they will then take on all the responsibilities and liabilities of the Board of Directors.
What is a Mississippi Registered Agent?
A Mississippi registered agent is appointed to accept service of process (notice of a lawsuit against your company) on behalf of your corporation. A registered agent is required to maintain a registered office, which is a physical street location within the state. The registered office must be kept open during regular business hours throughout the year. Whenever documents are accepted at the registered office, the agent must forward the documents to the client in a timely manner.
What Information is Listed on My Mississippi Annual Report?
An Annual Report must be filed with the Secretary of State every year by April 15. The Annual Report includes the following information:
- Name of corporation
- Principal office address
- Names and addresses of directors and officers
- Nature of the business
- Total number of authorized shares (including classes and series)
- Total number of outstanding shares (including classes and series)
What Happens if I Don’t File an Annual Report?
The Secretary of State will administratively dissolve corporations that do not file an Annual Report.