Mississippi Corporations: Everything You Need to Know
Mississippi corporations are formed by filing articles of incorporation with the Secretary of State for Mississippi.3 min read
Mississippi corporations are formed by filing articles of incorporation with the Secretary of State for Mississippi. You must use the Mississippi Secretary of State's online filing system to incorporate and pay the required $50 fee. As soon as you file the appropriate articles, your new corporation legally exists under Mississippi law. Your files will be returned to you, usually within 24 hours, once the Mississippi Secretary of State processes them.
You can include many provisions in the articles of incorporation, but a few are mandatory, including:
- Corporation name
- Addresses and names of incorporators
- Registered office and agent
- Stock structure
Step 1: Naming Your Corporation
You can only choose a name for your corporation that's not already being used by another entity in the state of Mississippi. The Secretary of State's online records show the availability of corporation names. By sending your application to the Secretary of State, you can reserve your corporation name for 180 days. The name you choose must adhere to a few requirements:
- It includes the words "limited," "company," "incorporated," "corporation," or their respective abbreviations.
- It's discernible from other incorporated entities or businesses authorized to operate in the state of Mississippi.
Step 2: Specifying Incorporators
An incorporator is an entity or individual that signs and files the incorporation articles. When designating incorporators, you must follow these guidelines:
- One or more incorporators are allowed.
- The individual or entity named as an incorporator must be a company shareholder or a Mississippi resident.
- The articles of incorporation must include all incorporators' names and addresses.
- The incorporators need to elect the directors of the corporation if they are not listed in the articles of incorporation. They can also approve appointment officers and bylaws. These incorporators no longer have any duties once directors have been selected.
Step 3: Specifying Directors
The corporate directors are responsible for business management and assigning tasks to officers and committees. It's their duty to make decisions that have a positive impact on the company and its shareholders. One or more people can serve on the board of directors. While there is no legal limit to the number of people who can serve, the bylaws or articles of incorporation should describe the specific number of directors. You can list eligibility criteria for directors in articles or bylaws, as well.
Step 4: Specifying a Registered Office and Agent
Corporations in Mississippi must maintain a registered office and agent. The registered agent receives legal notices and documents as a representative for the corporation. The office is where the agent conducts business. When naming your corporation's registered agent, you must:
- List the address of the office and the name of the registered agent working there.
- Name an agent who lives in Mississippi or an office with a street address in the state. The corporation can have the same address as the registered office.
- Have an agent with normal business hours.
Step 5: Creating Incorporation Bylaws
A corporation's bylaws determine its operating rules and internal structure. Bylaws usually account for the number and term length of directors, the shareholder voting process, and any other provisions affecting the corporation's management. While bylaws are not filed with the Secretary of State, they must be agreed on by the directors and kept on file at the corporate office. They should not include provisions that conflict with the articles of incorporation or the law.
Mississippi Corporation Requirements
A few important items must be kept at the corporate office with the other corporate records for every Mississippi corporation. These include the:
- Articles of incorporation plus amendments
- Director or shareholder meeting minutes
- Current names and addresses of officers and directors
- Most recent annual report
- Shareholder agreements
Mississippi corporations must also adhere to ongoing fees and taxation requirements. An annual report, with a $22 filing fee and $1.25 electronic fee, must be filed between January 1 and April 15. An Annual Corporate Income and Franchise Tax Report, based on the value of capital employed, must be filed before the 15th day of the third month after the close of the accounting year. Filings must also include a federal tax identification number (EIN) for all corporations who have employees.
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