Mississippi Authority for a Nonprofit Corporation Formed Elsewhere

The Mississippi Nonprofit Corporation Act treats a nonprofit as foreign when it was incorporated outside Mississippi, whether in another state or abroad. Section 79-11-363 bars a foreign nonprofit from transacting business in Mississippi before it holds a certificate of authority. With one, the corporation can do business here under the same duties and restrictions as a comparable Mississippi nonprofit (section 79-11-371), while its organization and internal affairs stay under home law.

The certificate says nothing about tax exemption or fundraising. Those are separate registrations, covered near the end of this page.

Mississippi does not define transacting business for nonprofits any more than for other entities. Section 79-11-363 instead lists activities that do not count, adding that the list is incomplete:

• Lawsuits, whether you bring, defend or settle
• Board and member meetings, along with other internal work
• Maintaining bank accounts
• Offices or trustees for the nonprofit's own securities
• Selling through independent contractors
• Taking orders that need acceptance elsewhere
• Borrowing, lending and taking security
• Debt collection and enforcing mortgages or other security
• Owning property, without more
• An isolated transaction closed within thirty days
• Interstate commerce

Programs are where nonprofits get tripped up. Running a clinic, school, shelter or regular service in Mississippi, or keeping staff in the state, goes beyond owning a building and holding a bank account. The Secretary of State also gives a rule of thumb for foreign businesses: if staff spend a combined thirty days in Mississippi within a year, registration is required. Whether occasional events or a single grant-funded project cross the line is a question for a Mississippi attorney.

The application is form F0002, the same one used by for-profit foreign corporations, filed in the Secretary of State's online system at the nonprofit rate of $100. After you log in, pick the out-of-state registration route (one menu item serves several entity types). Payment can be made by credit card, e-check or ACH. Mailing a printed copy with a check is permitted but slower. The state reviews online filings that are not accepted automatically and returns them within about a day, either filed or with the reasons for rejection.

What the application states

Section 79-11-367 calls for these items:

• The nonprofit's name (or a stand-in name when the true one is taken here)
• Its state or country of incorporation
• The date it was incorporated and how long it lasts
• The street address of the principal office
• Mississippi registered agent information
• Directors and officers, with addresses
• Whether the corporation has members

This is the part to plan around. Section 79-11-367(2) requires the application to include a certificate of existence, or some equivalent paper, dated not more than sixty days before the filing date and authenticated by the home-state official who holds the corporate records.

The Secretary of State's general guide for foreign businesses mentions a certificate dated within six months. For a nonprofit, use the sixty-day statutory limit, which is the shorter of the two. Order the certificate from the home state close to the day you intend to file, at that state's price, and do not let it age while you gather the rest. Mainstay Filing does not order it for you.

A foreign nonprofit that cannot use its real name in Mississippi may adopt a fictitious name by filing a board resolution, certified by its secretary. The name must not be confusable, in the state's records, with corporations incorporated or authorized in Mississippi, reserved names and the fictitious names of other foreign corporations. Written consent from the other corporation, with an undertaking to change its own name, or a court judgment, can allow a closer name.

Registered agent

The application must name a Mississippi agent whose address is a genuine street address. Under the Registered Agents Act, a noncommercial agent may be an individual or a business formed in Mississippi or elsewhere, and a business can alternatively register with the state as a commercial agent. The Secretary of State says anyone who is an individual, corporation or LLC and keeps a physical Mississippi address is eligible. Anyone not listed as a commercial agent must agree before being named. The statute sets no staffing rule, and an agent missing for sixty days is a ground for revocation.

Since July 1, 2024, each foreign nonprofit corporation authorized to do business in Mississippi files an annual report online before May 15. Mississippi charges no fee for it. The report identifies the nonprofit and its home jurisdiction, then lists the agent (name, email, street address), the principal office, the principal officer, a short description of the activity, and whether the nonprofit received public funds from Mississippi's state or local governments in its last fiscal year. A late or incomplete report can lead to dissolution or loss of nonprofit status.

Revocation risks

The Secretary of State can start revocation if the report is more than sixty days overdue, if franchise taxes or penalties go unpaid for sixty days, if there is no agent for sixty days, if an agent change or resignation goes unreported for ninety days, or if someone knowingly signs a false document. The nonprofit gets sixty days after notice to correct the ground.

Amending and withdrawing

An amended certificate of authority, required when the name, duration, state of incorporation or agent information changes, costs $50. A certificate of withdrawal costs $25. A change of registered agent filing is $10.

Section 79-11-365 prevents a foreign nonprofit from bringing any case in a Mississippi court while it transacts business with no certificate, and the bar ends once it obtains one. A court may pause a suit to decide whether a certificate was needed. A civil penalty runs at $5 per day, with a yearly limit of twice the filing fee under section 79-11-109. Because the articles of incorporation fee is $50, that limit works out to $100 a year. The Attorney General collects it.

The nonprofit section, as read for this page, does not appear to contain the clause the for-profit act has about contracts staying valid, so do not assume the same protection. Ask a Mississippi attorney how an unregistered period would affect specific agreements.

The certificate of authority does not register the nonprofit to solicit donations. A nonprofit planning to ask Mississippi residents for contributions, including online, may need to register with the Secretary of State's Securities and Charities division under section 79-11-501 and following sections, unless it is a bona fide church or another exempt group. The Secretary of State warns that solicitation by an organization that has neither registered nor received an exemption is illegal and can draw an administrative penalty of up to $25,000 per violation.

Neither does the certificate create state tax exemption or federal 501(c)(3) status. Registration with the Department of Revenue and the IRS is separate, and an accountant or attorney can advise on both.

Mainstay Filing's checkout does not take nonprofit corporations; it is meant for for-profit corporations and LLCs. For a nonprofit the product is the Mississippi agent, $149 yearly, with renewal at the same price. The nonprofit, or its attorney, completes form F0002 on its own, and Mainstay Filing's Mississippi address is entered as the agent and shown on the public record.

If the agent is served with a summons, a scan reaches your account that day, free; so do the first three government letters each year. Where another agent is currently on file, Mainstay Filing submits the change and charges only the state's fee. See the Mississippi registered agent page. Mainstay Filing does not practice law.