How to Form a C Corporation in Mississippi

Introduction

If you’re looking to start a business, you may be wondering about the best way to structure it. One option is to form a C corporation, which is different from an S corporation or an LLC. In this post, we’ll go over how to create a Mississippi c-corp so that you can learn more about its benefits and drawbacks before making your decision.

Decide on a business name.

The state of Mississippi does not require a DBA (doing business as), but it is recommended that you apply for a trade name so that people do not confuse your business with other businesses in the area. If you are going to submit an application for a Certificate of Authority (which outlines your company’s corporate structure) or form an LLC, you will need to include the DBA on your paperwork. Your name must be unique and distinguishable from other businesses, and cannot be misleading or confusing. It also cannot include words that imply a connection with government agencies or national or international organizations

File for the Articles of Incorporation in the Secretary of State’s office.

The first step to forming a C corporation in Mississippi is to go to the Secretary of State’s office and file for the Articles of Incorporation form. On this form, you will be asked to provide:

• The name of your company in full
• A short description of your business that states its purpose
• The duration (term) of your business. This may be perpetual or for a specific number of years. For example, some entrepreneurs choose to incorporate with an initial term lasting ten years so that they can evaluate their company at the end of this period before deciding whether or not they want it to continue operating.

When you’ve finished filling out these details on the Articles of Incorporation form, you’ll need to pay $15 for filing fees using cash or check at any branch office in Mississippi. You should also keep in mind that there are additional fees associated with incorporating, including annual report fees and tax registration fees (which vary depending upon where you live).

File the Statement of Information with the Mississippi Secretary of State’s office.

After you have filed your articles of incorporation, the next step in forming a C corporation is to file a Statement of Information with the Mississippi Secretary of State’s office. The Statement of Information is a form that you fill out and submit electronically. You can find this form on the Mississippi Secretary of State’s website or by contacting them directly. The filing fee for this document is $75 per year, so make sure to have that ready before submitting it to their office!

Once you’ve filled out all necessary information and paid any applicable fees, your documentation will be sent back to you for signature and notarization by an authorized notary public. After that, it’s time to start operating as a full-fledged business entity!

Designate an agent for service of process.

Regardless of where you live, it’s important to designate an agent for service of process in your state. This is a person or company that is authorized to receive legal papers on behalf of a corporation. An agent for service of process should be available during normal business hours, primarily because they will have to accept the documents personally and then forward them to you. The address listed on the document may not be their primary office location, so don’t hesitate to ask if necessary—just make sure it’s in the same state as your company!

The best way to ensure that this task gets done properly is by asking your attorney if he or she can assist with this step (many offer discounted rates for small businesses.) If not, there are other ways:

Staff your board of directors, if you choose to have one.

If you do choose to form a board of directors for your corporation, it’s important to note that this group is not technically required by law. However, if your corporation does have one, the members of the board are responsible for overseeing the overall management and operation of the company.

• The board can consist of one person or multiple people.
• There must be at least three directors present at all times in order for an official meeting to be called (although there are exceptions).

Write the bylaws and make sure they’re approved by your board of directors.

The bylaws are the rules of your organization. They usually cover things like membership requirements and voting rights. The bylaws should include a clause stating that any amendments to the bylaws require approval from both the board of directors and members in order for them to take effect. This will ensure that no changes can be made without consensus from the entire group, which is especially important if there’s ever a dispute between different factions or interests within your business entity.

Write up your proposed set of bylaws and make sure they’re approved by your board of directors before submitting them for ratification at an annual meeting (see below). The standard format has been around since 1844 and typically includes five sections:

• A preamble—a paragraph explaining why you formed this corporation or LLC in the first place
• An articles section—lists all aspects related specifically to this particular entity’s purpose (e.g., limited liability company)
• A restrictions section—lists anything prohibited within this particular entity’s purpose (e.g., no selling products containing alcohol)
• A management powers section—outlines how decisions are made among members who have invested capital into this new venture (e.g., majority vote)

Follow any necessary regulations if you’ll be conducting business outside the state of Mississippi.

If you will be conducting business outside the state of Mississippi, you will need to register with that state. Additionally, if you are filing for a C corporation in Mississippi and your company will have employees or operate in multiple states, it is possible that you’ll need to register with the IRS as well. This means registering with the IRS under subchapter S of Chapter 1 of Subtitle A of the Internal Revenue Code.

To do this, file Form 2553 (Election by a Small Business Corporation) with your local tax commission office before January 15th each year. You should also submit an annual report every year on or before December 15th (or within 60 days after any changes occur).

Obtain a federal tax identification number (EIN) from the IRS, either online or by mailing Form SS-4 to the IRS Service Center at Philadelphia, PA 19255-0002.

An EIN is a nine-digit number that the IRS assigns to businesses. The business uses this number as its identifying number for tax purposes. In other words, it’s kind of like your social security number for your business—you need it to report business income and pay taxes on that income, so you have all kinds of legal obligations to keep track of it properly.

The IRS requires a federal employer identification number (EIN) for any corporation or LLC with federal tax obligations, including:

• Corporations with employees
• Estates and trusts
• Nonprofit organizations

C corporations are taxed as separate entities from their owners and profits are subject to double taxation

Corporations are separate entities from their owners.  They pay taxes on profits, and the profits are subject to double taxation: once when they’re made and again when they’re distributed as dividends. This is unlike a pass-through entity, such as an S corporation or limited liability company (LLC), which doesn’t pay corporate tax at all but instead passes through its income directly to shareholders and owners for taxation at their individual rates.

This means that you’ll have to file two sets of tax forms: one for your corporation and one for yourself as shareholder/owner.

Conclusion

It’s a lot of work to set up a business, but it’s worth it in the end. Once your corporation is up and running, you’ll have all the benefits of being an entrepreneur, including the flexibility to make decisions on your own terms and control over how much profit goes into your pocket each year.