The business name chosen for the new Mississippi Corporation must be different from all other business entity registered and reserved with the state. 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.
By paying a $25 fee, available corporate names may be reserved for up to 180 days.
State Incorporation Timelines
The state incorporation timeline is 7 business days, and expedited timeline is within 1 business day.
State Incorporation Filing Fees
The state incorporation filing fee is $50.
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:
- Name and address of the incorporators
- The street address of the corporation’s initial registered office
- 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.
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 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
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.
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
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.