State Processing Times and Fees
Nearly every state has standard processing times for corporation filings, but not all provide expedited processing. We can tell you the average wait times for standard and expedited filings in all states.
Mississippi charges a filing fee for incorporating. Visit "compare pricing" in our incorporation center to see all state fees for Mississippi.
Deciding Between a Mississippi C-Corp or S-Corp Tax Designation
There are similarities between Mississippi S Corps and C Corps regarding personal liability, management, structure and compliance. The differences come down to the following:
- Ownership Rules: A C Corp is taxed as a separate entity from its shareholders. Shareholders report and pay taxes on what the corporation pays them. An S Corp is taxed like a partnership with a "pass-through" tax structure. It's not doubly taxed because the corporate entity passes income, losses, deductions and credits to its shareholders. Corporate owners pay taxes on their shares of the corporation's profits at their individual tax rates. To qualify as an S Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts and estates.
- Documents: If you want to form an S Corp, you must file IRS Form 2553 to elect this status.
Personnel Requirements
Every state has its own personnel requirements for incorporating. In Mississippi, they include the following:
- Age requirement: Mississippi has no age requirements for corporate personnel.
- Number of directors: Mississippi corporations must have one or more.
- Residency: There is no requirement that directors live in Mississippi.
- Listing: Mississippi does not require that the names and addresses of officers and directors be listed in the Articles Of Incorporation.
Other Requirements for Your Articles of Incorporation
In addition to personnel requirements, your Mississippi Articles of Incorporation must also include the following.
Your corporation must appoint a registered agent. A registered agent receives important tax, government and legal documents for your corporation, including service of process of lawsuits. The agent must be available during normal business hours, and you must include your agent's name in your Articles of Incorporation. Your agent must have a physical address in Mississippi, not a post office box. The address may be the same as the address of the corporation. We can help you designate your agent when you incorporate with us.
You must also include the following in your Articles of Incorporation in Mississippi:
- The number of shares authorized to be issued.
- A description of the type of shares issued. If your corporation has more than one class of shares, list the preferences, limitations and relative rights of each class.
- An email address where notices and reminders may be sent.
Other Required Paperwork
Mississippi requires that you file additional paperwork with your Articles of Incorporation. You must file an annual report with the Mississippi Secretary of State within 60 days of your anniversary date of incorporation each year. Failure to provide this report could result in your company losing its ability to operate in Mississippi.
Guidelines for Your Name
Your corporate name must be unique and it should make a statement about your business. Make sure it complies with the following Mississippi requirements:
- Your name should be distinguishable from those of any other registered businesses in Mississippi. It should end with "Company," "Incorporated," "Corporation," "Limited," or an abbreviation of one of these terms.
- Your name cannot be deceptive. If you're selling fried catfish, don't name your company "Oliver's Mississippi Dry Goods."
- Ensure that your name is distinguishable from that of any other existing corporate name.
- Your name cannot contain any words that might mislead the public into thinking your corporation is a bank or insurer, unless you get special approval from the state.
Mississippi Corporate Taxes & Reports
Yes, you do have to pay taxes for your new corporation. Before beginning business, apply to the IRS for an employer identification number, or EIN. All corporations with employees must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.
Many businesses choose an S-Corp because it is generally exempt from federal corporate income taxes. When you elect a C-Corp, you can have different classes of shareholders with different voting rights, but there are tax implications.
Keeping Corporate Records and Ongoing Filing Requirements
State laws differ regarding the necessity for corporate records, such as bylaws and recording and keeping corporate minutes. Mississippi requires that you create bylaws. Bylaws set forth your company's operating rules, the responsibilities of its directors, the rights and powers of its shareholders, and other corporate matters. Although you don't have to file your corporation's bylaws with the state, you'll need them to demonstrate to banks, lending institutions, creditors, the IRS and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.
Keeping minutes of your director and shareholder meetings is also mandated by Mississippi. Your minutes should be maintained at your corporate office, along with your other company records, or with your designated agent. Your corporate minutes are a historical record of your corporation's decisions. They keep track of all votes on important business decisions and help secure your limited liability status.
We have more detailed information about Mississippi's requirements for bylaws and corporate meeting minutes.
Best of luck with your new Mississippi corporation! We have all the legal documents, filing and tax information you'll need to get started.
This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.
