FAQ · Straight answers to the questions Mississippi Corporation owners ask most.
Mississippi Corporation FAQ — Straight Answers on Forming and Running One
Common questions about forming and maintaining a Mississippi business corporation, answered plainly. These cover the formation process, the shareholder-director-officer structure, registered agents, taxes, ongoing compliance, and what happens when things change — grounded in what the Mississippi Secretary of State and the Mississippi Business Corporation Act actually require.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $50.00 state filing fee, at cost.
State agency: Mississippi Secretary of State, Business Services Division
Annual report due: April 15 · Processing: 1-2 business days
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Mississippi Corporation
Forming a Mississippi Corporation
What do I file to create a Mississippi corporation?
You file Articles of Incorporation with the Mississippi Secretary of State through its online business portal. Mississippi is online-only for new filings — there's no paper option. The Articles name your corporation, state the number of authorized shares, name your registered agent and their Mississippi street address, and identify the incorporator. Once accepted, the corporation legally exists and appears in the state's public business record.
How long does formation take?
Because filings are electronic, Mississippi typically processes incorporations in one to two business days. After approval, your stamped Articles of Incorporation are available and the corporation shows up in the Secretary of State's business record search.
Do I have to be a Mississippi resident?
No. There's no residency requirement for shareholders, directors, officers, or the incorporator. The only in-state requirement is the registered agent, who needs a physical Mississippi street address. A commercial agent satisfies that for out-of-state founders.
Can one person own the whole corporation?
Yes. A single individual can be the sole shareholder, the sole director, and hold all the officer roles. Mississippi permits a one-person corporation, and your bylaws set out how that structure works.
Structure, Shares, and Governance
Who runs a Mississippi corporation?
Three roles: shareholders own the corporation through shares of stock, the board of directors sets major direction and oversight, and officers (typically a president, secretary, and treasurer) run day-to-day operations. In a small corporation, the same person can fill all three roles, but the roles remain legally distinct.
What are authorized shares?
Authorized shares are the maximum number of shares the corporation may issue, set in your Articles of Incorporation. Issued shares are the ones actually distributed to owners. Many founders authorize a round number large enough to divide among founders and reserve some for future investors or employees, while issuing only a portion at the start.
Do I need corporate bylaws?
Yes, in practice. Mississippi doesn't require you to file bylaws with the state, but every corporation should adopt them. Bylaws govern how directors are elected, how meetings and votes work, and what authority officers have. Along with issued stock and documented meetings, they establish the corporation as a genuine separate entity — which protects the liability shield.
What is the organizational meeting?
It's the first meeting after formation, where the incorporators or initial directors adopt bylaws, elect the board, appoint officers, issue stock, and authorize opening a bank account. It's an internal event, not a state filing, but it's a foundational step in setting up the corporation properly.
Registered Agents and Compliance
Does my corporation need a registered agent?
Yes. Mississippi requires every corporation to maintain a registered agent with a physical in-state street address for as long as the corporation exists. The agent receives service of process and official state notices. The corporation cannot serve as its own agent.
What is the annual report and when is it due?
Every Mississippi corporation files an annual report with the Secretary of State by April 15 each year through the annual reports portal. It confirms your registered agent, principal office, and officer and director information. It's a status filing, not a financial return.
What happens if I miss the annual report?
Falling behind puts your good standing at risk. The Secretary of State can administratively dissolve a corporation that fails to file, which strips its right to do business until it's reinstated. Reinstatement means catching up on what's owed, so it's cheaper and simpler to file on time.
Can I change my registered agent later?
Yes. You file a change of registered agent through the Secretary of State's online portal. Have the new agent's consent and Mississippi street address ready, and coordinate timing so there's no gap between the old agent lapsing and the new one being recorded.
Taxes, Names, and Winding Down
How is a Mississippi corporation taxed?
By default, a corporation is a C-corporation for federal tax: it files Form 1120 and pays tax at the entity level. If it qualifies, it can elect S-corporation status with the IRS (Form 2553) so income passes through to shareholders instead. Mississippi imposes its own corporate income and franchise taxes, administered by the Mississippi Department of Revenue. Talk to a CPA about which treatment fits your situation.
Do I need an EIN?
Yes. Every corporation needs a federal Employer Identification Number from the IRS — it's a separate taxpayer and can't use an owner's Social Security number. The EIN is free, issued immediately when you apply online at IRS.gov, and required for banking, payroll, and tax filings.
What are the rules for naming my corporation?
The name must include a corporate designator like "Corporation," "Incorporated," "Company," "Corp.," "Inc.," or "Co.," and it must be distinguishable from every other name on the Secretary of State's record. Certain regulated words may need extra approval. Check availability in the state's business name search before you file.
How do I close down a Mississippi corporation?
You dissolve it by filing Articles of Dissolution with the Secretary of State, after the shareholders and directors formally approve the dissolution. Before or during that process, you wind up the business: settle debts, notify creditors, distribute remaining assets to shareholders, and close out tax accounts. Dissolving properly stops future annual report obligations and franchise tax exposure.
Frequently asked questions
Is a corporation or an LLC better for my Mississippi business?
It depends on your plans. Corporations are built for issuing stock, granting employee equity, and raising outside investment, with a structure investors recognize. LLCs are simpler, with fewer formalities, and often suit small owner-operated businesses. If you expect to raise capital or grant equity, lean corporation; if you want maximum simplicity, an LLC may fit better. A CPA or attorney can help you weigh taxes and structure.
Can I form a Mississippi corporation entirely online?
Yes. Mississippi is online-only for new business filings. You create Articles of Incorporation, name your registered agent, and submit through the Secretary of State's business portal. Filings typically process in one to two business days, and your stamped documents become available once approved.
Does Mississippi require corporations to hold meetings?
A well-run corporation holds at least an annual meeting of shareholders and directors and documents major decisions, and your bylaws govern how and when meetings occur. While these are internal rather than state filings, maintaining them is part of observing corporate formalities — which is what keeps the liability shield defensible.
What ongoing costs does a Mississippi corporation have?
The recurring state obligation is the annual report, due April 15 each year, and Mississippi's corporate income and franchise taxes through the Department of Revenue. You'll also have any registered agent service fees and, depending on your business, professional or local licenses. The receipt card on our formation pages shows current filing and annual report fees pulled from state data.
What happens if I stop operating but don't dissolve?
The corporation stays on the state's records and keeps accruing obligations — annual reports and franchise tax exposure — even if it's inactive. If you don't file, the Secretary of State can administratively dissolve it, but that's not the same as a clean voluntary dissolution. Filing Articles of Dissolution formally closes the corporation and ends those ongoing duties.
Ready to form your Mississippi Corporation?
Formation, your registered agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Mississippi Corporation ($199.00/yr All-In)