Incorporating in Mississippi

Corporate Name Endings

* The name must contain word “corporation”, “company”, “incorporated”, or limited” or the abbreviation corp., co., inc., ltd., or words or abbreviations of like import in another language. The name may not contain language implying the corporation is organized for any unauthorized purpose. The name must be distinguishable from that of domestic or foreign corporations entitled to do business in state, or to reserved or registered name.

Articles of Incorporation Requirements

Director Information

  • Minimum Number – One or more.
  • Residence Requirements. – No provision.
  • Age Requirements – None.
  • Directors are not required to be listed in the articles of incorporation.

Officer Information

  • The officers are not required to be listed in the articles of incorporation.

Stock Information

  • An increase in shares or par value does not effect initial fees.

Yearly Requirements

Annual Statements

  • Annual reports are due within 60 days of each anniversary date of incorporation with respect to a domestic corporation, and within 60 days of authorization to transact business in Mississippi with respect to a foreign corporation. A $25 fee must accompany the annual report.

Income Tax Rate

  • Tax is based on taxable income allocated to Mississippi at 3% of first $5,000; 4% on next $5,000; 5% over $10,000.

Franchise Tax Rate

  • Every domestic corporation and every foreign corporation doing business in Mississippi must pay a franchise tax. Basis and rate. $2.50 per $1000 or fraction of the value of the capital used, invested or employed in Mississippi. Minimum tax, $25. Based on the corporation’s capital at close of its year preceding the filing of the return. Capital includes issued and outstanding capital stock, paid-in capital, surplus, retained earnings, and all true reserves as well as amounts designated for payment of dividends unless irrevocably placed to the credit of stockholders, excluded are debts, bonds, mortgages, and reserves for bad debts, depreciation or valuation. Allocation and apportionment. Corporations doing business both in and outside Mississippi determine the capital employed in Mississippi by multiplying the year-end total capital by the local-to-local ratio represented by (1) real and tangible personal property in Mississippi plus gross receipts from business in Mississippi (numerator) divided by (2) total of such property plus total of such receipts everywhere (denominator). An organization using a formula method of apportionment determines its gross receipts from business carried on in Mississippi by applying to total unitary receipts the ratio achieved (or which would be achieved) by such formula and adding to the result of such application any nonunitary Mississippi receipts. Effective for tax years after 1998, the gross receipts of a corporation using a formula method of apportionment will also include any receipts from the taxpayer’s operations which are not apportioned but rather are directly allocated (or assigned) to Mississippi. If the taxpayer is required to use a formula method of apportionment in making income tax returns that does not have a receipts or sales factor, then the receipts factor for the franchise tax formula will be determined by regulation of the State Tax Commission. Return and payment.Pay to State Tax Commission, by 15th day of 3d month following close of annual accounting year. The Commission may require the payment of any tax liability of $20,000 or more in funds that are immediately available to the state on the date the payment is due.
    Estimated taxes.
    Payments of estimated taxes are due on the 15th day of the 4th month of the income tax year together with the declaration or in four equal installments, due on or before the 15th day of the 4th, 6th, 9th, and 12th months of the tax year.

Annual Report

  • Liability.
    Every domestic corporation and every foreign corporation authorized to do business in Mississippi must file an annual report with the Secretary of State. Annual reports are due within 60 days of each anniversary date of incorporation with respect to a domestic corporation, and within 60 days of authorization to transact business in Mississippi with respect to a foreign corporation. A $25 fee must accompany the annual report.

For more information on taxes, visit www.mstc.state.ms.us

John Gordon admin

 

C-Corporation

  • Shareholders have limited liability protection
  • May be listed and traded as a publiccorporation on the stock market or “over the counter”
  • Has a separate and independent tax status from its owners

S Corporation

  • Profits are not subject to “double taxation”
  • Corporate losses may be “passed through” to share holders
  • Shareholders are afforded the same protection as C Corp.

LLC formation

  • Contains characteristics of both corporation and partnership
  • Shareholders may take advantage of “Pass-Through” taxation
  • Limited liability for share holders

Not for profit corp

  • Eligible for tax-exempt status
  • Limited Liability protection
  • Qualify for public and private gains