---
title: "How to Form a Corporation in Mississippi: Steps, Fees & Filing 2026 | LLC Attorney"
description: "A Mississippi corporation files Articles of Incorporation for $50, needs only 1 director, and files a $25 annual report by April 15. Full state guide inside."
canonical: https://llcattorney.com/states/ms/corporation-formation-mississippi
image: https://llcattorney.com/images/share-cover.png
source_path: /states/ms/corporation-formation-mississippi
---

Key Takeaways

-   $50 Articles of Incorporation filing fee (online submission (corp.sos.ms.gov)) paid to the Mississippi Secretary of State
-   Minimum 1 director required (Miss. Code Ann. § 79-4-8.03)
-   Annual Report (Annual Report (online at corp.sos.ms.gov)) due within by April 15 of the year following incorporation, $25 fee; loss of good standing leading to administrative dissolution late penalty
-   Corporate income tax of 4% (over $5,000) and 5% (over $10,000) on Mississippi-source income; a separate franchise tax of $0.50 per $1,000 of in-state capital for 2026 (minimum $25), fully repealed beginning 2028
-   Registered Agent with a physical Mississippi street address required
-   No publication requirement
-   S-Corp election available via IRS Form 2553 within 75 days of formation; Mississippi recognizes the federal S-election
-   Same-day filing available through LLC Attorney at no markup on state fees

Forming a corporation in Mississippi means filing Articles of Incorporation with the Mississippi Secretary of State for a $50 fee, naming at least 1 director, appointing a registered agent with a Mississippi street address, and filing a $25 Annual Report by April 15 each year. The state's signature advantage for corporations is the ongoing wind-down of its corporate franchise tax, which is scheduled for full repeal for tax years beginning in 2028. This guide walks through every step and cost of forming a Mississippi C-Corporation, with same-day filing through LLC Attorney starting at $49.

$50Articles of Incorporation filing fee

1Minimum directors (§ 79-4-8.03)

$25Annual report fee (due April 15)

$49LLC Attorney formation starting price

## C-Corp vs LLC in Mississippi

Most first-time business owners in Mississippi choose an LLC, which has no annual report and the simplest ongoing compliance in the state. A Mississippi corporation earns its keep in narrower situations — when you plan to raise outside equity, issue stock to employees, or want the familiar board-and-officer governance that investors and lenders expect.

### Choose a Mississippi corporation when:

-   **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
-   **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
-   **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics.
-   **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.

### Stick with an LLC when:

-   You are a small business with one or a few owners who will not need institutional investment.
-   Pass-through taxation without payroll complexity is the priority.
-   You do not need stock option plans or institutional investment mechanics.

### Why and when to incorporate in Delaware vs your home state

Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.

If you are not raising outside capital, Mississippi is usually the better choice. A Delaware corporation operating in Mississippi still has to register as a foreign corporation there, pay Mississippi fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.

## What's Unique About Corporations in Mississippi?

Mississippi's distinguishing feature for corporations is the wind-down of its corporate franchise tax. For decades the state taxed capital employed in Mississippi on top of corporate income, but a multi-year reform cuts that franchise tax each year and repeals it entirely for tax years beginning on or after January 1, 2028. For 2026 the rate is $0.50 per $1,000 of capital over a $100,000 base with a $25 floor, so a small Mississippi corporation often owes only the minimum while the tax sunsets. Combined with a low $50 incorporation fee and a $25 Annual Report, Mississippi is becoming one of the lower-cost Southern states to run a C-Corp.

Key Mississippi-specific requirements:

-   Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
-   Minimum of 1 director (Miss. Code Ann. § 79-4-8.03); no residency or citizenship requirement, and the board size is fixed in the bylaws
-   Corporate income tax of 4% (over $5,000) and 5% (over $10,000) on Mississippi-source income; a separate franchise tax of $0.50 per $1,000 of in-state capital for 2026 (minimum $25), fully repealed beginning 2028
-   Annual Report due April 15 each year ($25, online only) — the corporate equivalent of the report Mississippi LLCs are exempt from
-   Corporate franchise tax phasing out — $0.50 per $1,000 of in-state capital (minimum $25) for 2026, fully repealed for tax years beginning on or after January 1, 2028

## Selecting a Name for Your Mississippi Corporation

Your corporation's name must comply with Mississippi naming requirements:

-   Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Mississippi-approved designator (Miss. Code Ann. § 79-4-4.01)
-   Must be distinguishable from all existing Mississippi entities in the Mississippi business search
-   the name must contain Corporation, Incorporated, Company, Limited, or an abbreviation thereof (Corp., Inc., Co., or Ltd.), and may not imply a purpose the corporation is not authorized to pursue
-   Names implying government affiliation or banking activity are restricted

Search the Mississippi business search at corp.sos.ms.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.

**Name reservation:** file a name reservation with the Mississippi Secretary of State, $25 fee, holding the name for 180 days. Recommended if your paperwork takes more than a few days to prepare.

## Directors, Officers, and Shareholders in a Mississippi Corporation

A Mississippi corporation has three distinct roles:

**Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.

**Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Mississippi's director requirements: Mississippi requires a board of at least 1 director (Miss. Code Ann. § 79-4-8.03), with the exact number fixed in the Articles of Incorporation or the bylaws. Directors do not have to be Mississippi residents or U.S. citizens, and the Articles do not have to name the initial directors if the incorporator appoints them in the organizational consent. Smaller closely held corporations frequently fix a single-director board in their bylaws.

**Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Mississippi requires the officers described in its bylaws or designated by the board, with one individual permitted to hold multiple offices (Miss. Code Ann. § 79-4-8.40). One person can be the sole director and simultaneously hold every officer position, which is how most single-owner Mississippi corporations are structured.

## Designating a Registered Agent

Every Mississippi corporation must designate a Registered Agent — a person or entity with a physical Mississippi street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.

Every Mississippi corporation must continuously maintain a Registered Agent with a physical street address in Mississippi (Miss. Code Ann. § 79-35-3); a P.O. box alone will not satisfy the requirement. The agent must be available during normal business hours to accept service of process and forward official correspondence from the Secretary of State. The agent's name and address appear in the public record and on every Annual Report.

If the Mississippi Secretary of State cannot deliver legal notices to your Registered Agent, Mississippi can administratively administratively dissolve your corporation. LLC Attorney's Mississippi Registered Agent service is $125/year.

## Mississippi Corporation Costs and Compliance

Fee

Amount

Notes

Articles of Incorporation (online submission (corp.sos.ms.gov))

$50

Standard processing: 1 to 3 business days for online filings

Annual Report (Annual Report (online at corp.sos.ms.gov))

$25

loss of good standing leading to administrative dissolution late penalty if missed

Corporate income + franchise tax

4%–5% income; $0.50/$1,000 capital (min $25) for 2026

Filed with the MS Department of Revenue; franchise tax fully repealed for tax years beginning 2028

Name reservation

$25

Holds name for 180 days

Certificate of Amendment

$50

To change corporate name or structure

Registered Agent (professional)

$49–$300/yr

LLC Attorney service available

## How to Form a Corporation in Mississippi

### If You Do It Yourself

**Step 1 — Choose a corporate name that complies with Mississippi's requirements.**

Your corporate name must be distinguishable from all existing Mississippi entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in Miss. Code Ann. § 79-4-4.01). Search the Mississippi business search at corp.sos.ms.gov before preparing any documents. Mississippi's business search at corp.sos.ms.gov confirms whether a corporate name is available but says nothing about trademark rights — run the name against the USPTO database separately before building a brand on it.

**Step 2 — Reserve your corporate name (recommended).**

File a name reservation with the Mississippi Secretary of State, $25 fee, good for 180 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.

**Step 3 — Decide your director structure before opening the formation form.**

Mississippi requires 1 director at formation. Decide on board size before you file: a solo founder can run a one-director board, while a corporation that expects outside investors or a buy-sell arrangement usually sets a three-member board so no single director controls every vote. Because the number is set in the bylaws, you can change it later by amending them rather than refiling with the state. Write down your director names and Mississippi addresses before you open the form — most state portals cannot save a partially completed filing.

**Step 4 — Designate your Registered Agent.**

Every Mississippi corporation must have a Registered Agent with a physical Mississippi street address. P.O. boxes are not accepted. If you do not keep a staffed Mississippi street address, use a commercial registered agent. LLC Attorney can serve as your Mississippi Registered Agent and route service of process and state notices to your client portal.

**Step 5 — Complete the Articles of Incorporation (online submission (corp.sos.ms.gov)).**

Go to sos.ms.gov and use the current version of the Articles of Incorporation. Always file directly through the Mississippi Secretary of State — outdated forms are rejected without refund. Complete it with:

-   Your exact corporate name including designator
-   Your Registered Agent — full legal name and physical Mississippi street address
-   Your authorized share structure — state a number of authorized shares that fits your cap table, since Mississippi charges the same $50 regardless of the count and does not tax shares the way Delaware does
-   Director names and addresses
-   Incorporator signature (the person submitting the form; need not be a director or shareholder)
-   The number of shares the corporation is authorized to issue and, if more than one class, the rights and terms of each class

**Step 6 — File the Articles of Incorporation and pay the $50 fee.**

File online at corp.sos.ms.gov or by mail to the Mississippi Secretary of State in Jackson. Online processing is 1 to 3 business days for online filings under normal volume.

**Step 7 — Wait for your approved Articles of Incorporation.**

Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Mississippi Secretary of State approves your filing. Standard processing is 1 to 3 business days for online filings; up to a week if the online system queues a manual review of the name or purpose clause during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.

**Step 8 — Hold your organizational meeting and adopt bylaws.**

After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Mississippi does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Mississippi bylaws are adopted by the incorporator or initial board under the Mississippi Business Corporation Act (Title 79, Chapter 4), and the Act fills any governance gap your bylaws leave open. Spell out quorum, officer duties, and stock-transfer mechanics rather than relying on the statutory defaults. A generic template may omit Mississippi-specific provisions and may not align with your share structure.

**Step 9 — Issue stock to founders.**

Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Mississippi does not levy a per-share fee, so the authorized-share figure is a governance decision rather than a tax one. A common starting point for a closely held Mississippi corporation is 1,000 to 10,000 shares of a single common class; authorize comfortably more than you intend to issue so you can bring in a co-founder or key employee later without amending the Articles.

**Step 10 — File your initial Annual Report (Annual Report (online at corp.sos.ms.gov)) within by April 15 of the year following incorporation.**

After your Articles of Incorporation is approved, you have by April 15 of the year following incorporation to file Annual Report (online at corp.sos.ms.gov) with the Mississippi Secretary of State. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $25. Missing the deadline triggers a loss of good standing leading to administrative dissolution penalty.

**Step 11 — Apply for your federal EIN.**

Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).

**Step 12 — Open a corporate bank account.**

Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.

**Step 13 — Register for Mississippi state taxes.**

Your federal EIN does not automatically register you with Mississippi state agencies. Depending on your business type:

-   Mississippi sales and use tax (Mississippi Department of Revenue, if you sell taxable goods or services) — [dor.ms.gov](https://dor.ms.gov)
-   Mississippi employer payroll taxes (Mississippi Department of Employment Security, if hiring Mississippi employees) — [mdes.ms.gov](https://mdes.ms.gov)
-   Mississippi sales and use tax registration (Department of Revenue) — required at the 7% state rate if the corporation sells taxable goods or certain services in Mississippi

**Step 14 — Pay your Mississippi annual tax.**

Mississippi corporations report income tax and franchise tax together on the combined Corporate Income and Franchise Tax Return filed with the Department of Revenue, generally due by the 15th day of the fourth month after the close of the corporation's tax year (April 15 for calendar-year filers). For 2026 the franchise tax is $0.50 per $1,000 of capital employed in Mississippi over a $100,000 base, with a $25 minimum, and the legislature has scheduled it for full repeal for tax years beginning on or after January 1, 2028. Pay through the Department of Revenue's Taxpayer Access Point (TAP) rather than the Secretary of State portal, which handles only the separate $25 Annual Report.

**Step 15 — Decide whether to elect S-Corp tax treatment.**

C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Mississippi corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Mississippi filing. Mississippi recognizes the federal S-Corp election, so an S-corporation generally does not pay Mississippi corporate income tax at the entity level; instead, income passes through to shareholders, who pay Mississippi individual income tax at the state's flat rate (4% as of 2026). An S-corporation may still owe the residual Mississippi franchise tax on in-state capital until that tax is fully repealed for tax years beginning in 2028. The S-election fits closely held, profitable Mississippi operating companies but is unavailable to corporations with more than 100 shareholders, multiple stock classes, or non-resident-alien or entity owners.

**Step 16 — Set annual compliance reminders.**

Mississippi corporations must file and pay on a recurring basis:

-   Annual Report (Annual Report (online at corp.sos.ms.gov)): Annually by April 15, $25 fee — loss of good standing leading to administrative dissolution if missed
-   Corporate income and franchise tax: filed annually with the Department of Revenue; income taxed at 4% over $5,000 and 5% over $10,000, plus a declining franchise tax ($0.50 per $1,000 of in-state capital, minimum $25, for 2026)
-   Combined Corporate Income and Franchise Tax Return filed with the Department of Revenue (separate from the Secretary of State Annual Report)

Missing these filings puts your corporation in bad standing with the Mississippi Secretary of State and Mississippi Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Mississippi. If you would rather not manage this process, the service handles Mississippi corporation formation starting at $49.

Ready to Launch Your Business in Mississippi?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

### If LLC Attorney Does It for You

1.  Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
2.  LLC Attorney files your Articles of Incorporation with the Mississippi Secretary of State, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
3.  Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Annual Report (online at corp.sos.ms.gov) deadline or annual tax payment.

## S-Corp Election for Mississippi Corporations — What You Need to Know

An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Mississippi corporation remains a Mississippi corporation; you are only changing how the IRS taxes it.

**The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.

**S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.

Eligibility requirements:

-   100 or fewer shareholders
-   All shareholders must be U.S. citizens or permanent residents
-   Only one class of stock (identical distribution and liquidation rights)
-   No institutional shareholders, partnerships, or non-resident alien shareholders

**Mississippi treatment of S-Corps:** Mississippi recognizes the federal S-Corp election, so an S-corporation generally does not pay Mississippi corporate income tax at the entity level; instead, income passes through to shareholders, who pay Mississippi individual income tax at the state's flat rate (4% as of 2026). An S-corporation may still owe the residual Mississippi franchise tax on in-state capital until that tax is fully repealed for tax years beginning in 2028. The S-election fits closely held, profitable Mississippi operating companies but is unavailable to corporations with more than 100 shareholders, multiple stock classes, or non-resident-alien or entity owners.

**Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.

## When Should You Consult an Attorney for Your Mississippi Corporation?

LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:

-   **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
-   **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
-   **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
-   **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
-   **Mississippi-specific wrinkles:** Mississippi may have corporate law provisions a generic national template does not cover correctly.

## What You Actually Get When You Incorporate in Mississippi with LLC Attorney

A Mississippi corporation that has only been filed with the state is not a finished corporation. The $50 state filing creates the legal shell; it does not produce the bylaws, organizational board consent, or stock ledger that make the corporation function and keep the liability shield intact. A "$0 filing" offer leaves those out, which means the entity is unfinished — and an unfinished corporation is exactly what fails a bank's or buyer's review.

Included with LLC Attorney corporation formation, starting at $50:

-   Same-day or 24-hour Mississippi filing at no markup on the state fee. Most services charge extra to expedite.
-   Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
-   Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
-   Federal EIN, obtained for you.
-   Mississippi Registered Agent service at $125/year, included to keep you in good standing.
-   S-Corp election guidance when pass-through tax treatment is the right call for your situation.
-   Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).

Because Mississippi's incorporation cost is low, the value is in finishing the corporation properly — bylaws, board consents, a clean stock ledger, and the right tax registrations with the Department of Revenue — so the entity holds up when you open a bank account or take on a partner.

## Starting Your Mississippi Corporation with LLC Attorney

Mississippi's corporate formation requirements are low-cost but in transition — the phasing-out franchise tax, the combined income-and-franchise return at the Department of Revenue, and the April 15 Annual Report at the Secretary of State. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.

The service handles Mississippi corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Mississippi franchise-tax phase-out planning and S-Corp eligibility, and annual tax planning. See our [full pricing](/pricing) for all service tiers.

Ready to Launch Your Business in Mississippi?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation)

## Frequently Asked Questions

How long does it take to form a corporation in Mississippi?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Mississippi corporate Articles of Incorporation are filed online through corp.sos.ms.gov and typically process in 1 to 3 business days. Mississippi does not publish a separate expedited tier for corporate filings, so the online channel is effectively the fast track. LLC Attorney prepares and submits your Articles the same business day so the state's clock starts immediately.

What is the difference between a C-Corp and an S-Corp in Mississippi?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A C-Corp and an S-Corp are the same Mississippi corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Mississippi formation documents. Mississippi follows the federal S-election, so an eligible Mississippi C-Corp can pass income through to its owners and avoid entity-level state income tax.

Can a single person form a corporation in Mississippi?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Mississippi expressly allows one individual to incorporate, serve as the sole director, and hold all of the officer roles at once (Miss. Code Ann. § 79-4-8.40 permits the same person to hold multiple offices). This is the normal setup for a single-owner corporation. You still have to keep up corporate formalities — adopt bylaws, record an organizational consent, issue stock to yourself, hold an annual meeting on paper, and keep corporate and personal finances separate — to preserve the liability shield.

What taxes does a Mississippi corporation have to pay?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A Mississippi C-corporation pays state corporate income tax on its Mississippi-source income at 4% on the portion above $5,000 and 5% above $10,000, with the state transitioning toward a flat 4% rate. It also pays a corporate franchise tax on capital employed in Mississippi, but that tax is being eliminated: it falls to $0.50 per $1,000 of capital over $100,000 (minimum $25) for 2026 and disappears entirely for tax years beginning on or after January 1, 2028. At the federal level a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment, which passes income through to shareholders' personal returns.

What is the Annual Report and when is it due?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Mississippi for-profit corporations file an Annual Report with the Secretary of State each year, due by April 15 and accepted starting January 1. The filing fee is $25 and the report is submitted only online through corp.sos.ms.gov. The report confirms the corporation's principal office, registered agent, officers, and directors. A corporation that fails to file is no longer in good standing and can be administratively dissolved, after which it loses the right to sue or do business in Mississippi until it is reinstated.

Does a Mississippi corporation need bylaws?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Mississippi does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.

What happens if I miss the annual tax deadline?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Mississippi corporate income and franchise tax is filed with the Department of Revenue, and underpayment or late filing triggers interest and penalties assessed by the Department on the unpaid balance. Separately, missing the April 15 Annual Report deadline at the Secretary of State causes the corporation to fall out of good standing and, if left uncured, leads to administrative dissolution. Reinstatement requires bringing both the Secretary of State filing and any Department of Revenue tax accounts current.

Can I change my Mississippi corporation to an LLC later?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. A Mississippi corporation can convert to an LLC under the Mississippi Entity Conversion and Domestication Act (Miss. Code Ann. § 79-37-101 et seq.) by adopting a plan of conversion and filing a Statement of Conversion (with the resulting LLC's Certificate of Formation attached as its public organic record) with the Secretary of State under Miss. Code Ann. § 79-37-405. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the tax consequences with a CPA before you file — for some corporations it is cleaner to dissolve and re-form depending on assets and basis.

What happens if my Registered Agent cannot be reached?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

If Mississippi is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Mississippi address to receive any legal documents on your behalf.

## Learn More About Mississippi

-   [Mississippi LLC Formation](/states/ms/llc-formation-mississippi)
-   [Mississippi Registered Agent](/states/ms/registered-agent-mississippi)
-   [Mississippi EIN Number](/states/ms/ein-number-mississippi)
-   [Mississippi Holding Company](/states/ms/holding-company-mississippi)