SunDoc is a business filing company that can handle business incorporations in all 50 states, including Mississippi. If you would like us to handle some or all of the paperwork for filing incorporations on your behalf, we offer these services. Generally speaking, Mississippi incorporation is a straightforward process. But in the article below, we will also outline everything you need to know about the process.

Remember that this article cannot be construed as accounting, tax, or legal advice. You should always speak with a licensed professional to give you advice on your specific situation. It is not necessary to have an attorney when filing incorporation paperwork. But for some related matters, seeking professional consultation is wise. 

Overview

Below, we have outlined an overview of what you’ll need to incorporate your business in the state of Mississippi. There are several things you’ll need.

First, understand that there is a filing fee that you’ll need to pay when filing your articles of incorporation with the Secretary of State of Mississippi.

In addition, you will need to choose a name for your new corporation, and there are several stipulations that must be taken into consideration when making this decision. You need to know mainly that your name is available with the state. 

Additionally, you will need to know what your corporate address will be, what type of corporation you’ll be choosing, and who your registered agent will be. You will have to decide how many shares you’ll authorize your corporation to issue, and depending on the corporation type you decide upon, you’ll need to know the number of shareholders you’ll have. 

At your initial Board of Directors meeting, you will appoint officers and adopt bylaws. The bylaws should be kept in your own records as should your appointed officers. These are not necessary to put into your articles of incorporation and file with state.

The other key thing you’ll need is an employer identification number or federal tax ID number, which is also known as an EIN. This can be obtained from the Internal Revenue Service (IRS), and there is no fee.

You’ll finally need to file your annual statement of information with the state, beginning in the year following the calendar year when you incorporate. For more Mississippi taxation advice, consult with your tax attorney or an accountant. 

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Mississippi for certain professionals.

You can either create your own forms to meet your needs or obtain forms supplied by the state of Mississippi. Forms supplied by the city of Mississippi can be downloaded. These forms meet the minimum requirements for the Mississippi Corporations Code. If you elect to create your own documents, you’ll need to have an attorney draw these up on your behalf.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Mississippi corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

Keep in mind that at all board meetings, minutes must be kept. Your bylaws will outline the methods and times of your board meetings as well as things like the powers that each of your directors has. All of these things must be in accordance with relevant provisions of Mississippi law. If you’d like to change your bylaws, this can generally be done by holding a formal meeting and carrying out a vote of shareholders and directors. Changing the articles of incorporation for your corporation is different, however. You’ll need to file an amendment with the state to do this.

It’s important to have a safe and confidential place to store your corporation bylaws. Most corporations elect to have a Corporate Records Book for this year. This book will hold company documents like meeting minutes, bylaws, and stock papers. You can purchase a corporate kit that will include a corporate records book as well as other standard documents and equipment that will help you run your corporation. Check out our Mississippi Corporate Kit page to learn about the corporate kits that we offer, all of which include a corporate seal embosser, stock certificates, and more.

Registered Agent

You must have a registered agent with your Mississippi Corporation. This person must be reliably available during business hours at a known address. Your registered agent can be an individual or a company. They must be available for legal and other communications from the state of Mississippi.

Want to learn more about registered agents? Visit hour article entitled, What is a Registered Agent? Why Do I Need One?

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of Mississippi according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. The article provides general information between the two corporate tax Structures.

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