Form a Mississippi Corporation

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Incorporate in Mississippi

Incorporating a Mississippi corporation can be vital to businesses based of Mississippi. At LawInc, we prepare your Mississippi corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Mississippi corporation Tax ID number and file your Mississippi S corporation election with the IRS.

Mississippi Incorporation Information

The following Mississippi incorporation information will likely be helpful when deciding to incorporate in Mississippi.

Mississippi Corporation Name

The first step in forming a Mississippi corporation is selecting the business name. Mississippi corporation names:

• Must contain “Corporation”, “Incorporated”, “Company”, “Limited”, “Corp.”, “Inc.”, “Co.” or “Ltd.”.
• Must be distinguishable upon the records of the Mississippi Secretary of State from any other formally organized entity registered with the Mississippi Secretary of State’s office, such as corporations, limited liability companies, limited partnerships, and limited liability partnerships.

An available Mississippi corporation name may be reserved with the Mississippi Secretary of State for a 180 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your Mississippi corporation, prior to filing. Create a Mississippi corporation with confidence that your Mississippi corporation name is available.

Mississippi Corporation Formation

Mississippi Filing Procedure: To incorporate in Mississippi, you must file Mississippi Articles of Incorporation with the Mississippi Secretary of State.

Mississippi Corporation Articles of Incorporation: The Mississippi Articles of Incorporation should include:

• Name of the Mississippi corporation.
• Number and class of shares the Mississippi corporation is authorized to issue.
• Name and address of Mississippi registered agent.
• Mississippi corporation’s mailing address.
• Name and address of the incorporator.

Mississippi Filing Fee: The filing fee in Mississippi is $100.

Mississippi Corporation Incorporator: Minimum number of incorporators is one (1) (a natural person over 18 years of age) and there is no requirement that the incorporator be a resident of Mississippi.

Mississippi Corporation Directors: The minimum number of Mississippi directors is one (1).

Mississippi Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

Mississippi Registered Agent: When you incorporate in Mississippi, a Mississippi corporation must maintain a registered agent and office to receive service of process in Mississippi. The Mississippi registered agent should be available, at a Mississippi physical address, during normal business hours to accept important legal and tax documents on behalf of the Mississippi corporation. The registered agent can either be (1) an individual with a physical Mississippi address or (2) a corporation authorized to serve as registered agent.

Mississippi Corporation Post-Filing Requirements

Mississippi Corporation Annual Report: All Mississippi corporations must file an annual report with the Mississippi Secretary of State between January 1 and April 15. The annual report must contain all of the information included in the Mississippi Articles of Incorporation and any other matters the authorized person determines to include. The Mississippi annual report online filing fee is $23.25. Failure to file on time will result in the Mississippi corporation being administratively dissolved. The Mississippi Sec. of State sends renewal postcards, annually. For more information about Mississippi corporation annual report filing requirements, visit: http://www.sos.ms.gov/business_services_business_formation3.aspx

Mississippi Corporate Minutes: Mississippi corporations should hold and document annual shareholder and director meetings.

Mississippi Corporation Taxes

Mississippi Corporation Taxes: Any entity operating in the state of Mississippi may be liable for taxes and should register with the Department of Revenue. Submit a Registration Application (official form) to the District Service Office for the county where the business is located. There is no fee for registration. Tax rates are graduated from 1% to 9.4% in increments of $10,000 of taxable income. The 9.4% maximum rate applies to taxable income of $90,000 and over.

Mississippi C Corporation: When incorporating in Mississippi, all Mississippi corporations formed by default are “C” corporations. A Mississippi C corporation is a Mississippi corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. Mississippi C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, Mississippi C corporations offer many planning and benefit opportunities.

Mississippi S Corporation: A Mississippi S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. Mississippi S corporations are not subject to the double taxation C corporations encounter. The State of Mississippi recognizes federal S corporation status.

These are the 3 main advantages of forming a Mississippi S corporation:

1. No double taxation: One of the main advantages of Mississippi S corporation status is that it avoids the double taxation that occurs with a regular Mississippi C corporation. In a Mississippi C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
2. Loss deductions: The availability of losses. Shareholders of a Mississippi S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a Mississippi C corporation, however, may offset only the corporation’s earnings.
3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in Mississippi, Mississippi corporations should obtain an EIN.

Mississippi Corporation Dissolution

Mississippi State Corporation Dissolution: In order to dissolve a Mississippi corporation, you must file Articles of Dissolution with the Mississippi Secretary of State. The fee is $25.

Mississippi Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.

Mississippi Incorporation Summary

Mississippi Incorporation Summary: If you have any questions regarding forming an Mississippi corporation, please call us anytime.