Business Corporation Formation Filing Requirements in Mississippi
At a glance
| Governing law and formation record | Mississippi Business Corporation Act, Miss. Code title 79, ch. 4; file Articles of Incorporation with the Secretary of State (§§ 79-4-2.01 to -2.03) |
|---|---|
| Incorporator and signature | 1+ persons may incorporate; before formation, an incorporator executes and signs, stating name and capacity. No seal, attestation, acknowledgment, or verification is required (§§ 79-4-1.20(f)-(g), -2.01) |
| Name, purpose, and duration | Distinguishable name with corporation/incorporated/company/limited or equivalent abbreviation; any-lawful-business purpose and perpetual duration are defaults unless the articles narrow them (§§ 79-4-3.01 to -3.02, -4.01) |
| Agent, office, and addresses | Articles state the initial registered office's street address and the initial agent's name at that office. Appointment affirms notice to and consent by the agent; no separate acceptance is filed (§§ 79-4-2.02(a)(3), 79-35-5) |
| Shares, classes, and par value | State authorized shares by class and series. Multiple classes/series need designations and their preferences, rights, and limitations before issue; par value is optional (§§ 79-4-2.02, -6.01 to -6.02) |
| Directors and other disclosures | Initial-director names/addresses are optional; every incorporator's name/address is required. The statutory articles list does not require officers, shareholders, or beneficial owners (§ 79-4-2.02) |
| Optional and restricted provisions | May add initial directors, purpose, management/power terms, par value, bylaw-authorized terms, limited director-liability/indemnification clauses, and an internal-claims venue clause; statutory exceptions limit liability clauses (§ 79-4-2.02(b)-(e)) |
| Method, fee, attachments, and effect | Online only; $50. Agent consent is affirmed rather than attached. Exists on filing or at a stated delayed time/date no later than the 90th day after filing (§§ 79-4-1.23, -2.03; SOS) |
| Initial report, publication, and follow-up | No separate formation-stage initial report or publication appears in the articles/organization provisions or current SOS filing instructions; the $25 annual report is a recurring filing, not an initial attachment (§ 79-4-16.22; SOS) |
| Organization, officers, and bylaws | Named initial directors organize; otherwise incorporators meet to elect directors and complete organization. Appoint officers and adopt bylaws; incorporators and the board may act by unanimous written consent (§§ 79-4-2.05 to -2.06, -8.21, -8.40) |
Requirements one by one
The articles use a short required-information list
Section 79-4-2.02 requires the corporate name, authorized-share information, initial registered-office street address and agent, and every incorporator's name and address. Initial directors, purpose language, and par value are optional rather than mandatory fields under that section.
The name itself must satisfy § 79-4-4.01(a)-(b) by using a corporate designator and being distinguishable on the Secretary of State's records.
Under §§ 79-4-2.01 and -2.03, one or more persons may act as incorporators and existence ordinarily begins on filing. Before the corporation is formed, an incorporator signs the filing and states the signer's name and capacity. Under § 79-4-1.20(f)-(g), a seal, attestation, acknowledgment, or verification is optional.
Mississippi permits par value without requiring it
Under § 79-4-6.01, the articles state the classes and series of authorized shares and the number in each. If more than one class or series is authorized, the articles assign a distinct designation and describe its preferences, rights, and limitations before shares of that class or series are issued.
Par value may be included, but § 79-4-2.02 places it in the optional list. If the articles authorize the board to classify or reclassify unissued shares, § 79-4-6.02 requires articles of amendment stating the board-determined terms before those shares are issued.
Agent consent is built into the appointment
The articles state the street address of the initial registered office and the initial agent's name at that office. Under § 79-35-5(a)-(b), making the appointment affirms that the entity notified the agent, provided a forwarding address, and obtained the agent's consent. The statute does not call for a separate consent attachment to the articles.
Filing is online, and delayed effectiveness is capped at 90 days
The Secretary of State currently says business documents may only be filed through its online system. Both § 79-4-1.22(a) and the live fee schedule list $50 for Articles of Incorporation.
Together, §§ 79-4-1.23 and -2.03 make filing the ordinary start of corporate existence. A stated delayed effective time and date is permitted, but the delayed date cannot be later than the 90th day after filing.
Organization depends on whether the articles name directors
Under §§ 79-4-2.05 and -2.06, if the articles name initial directors, a majority calls their organizational meeting to appoint officers, adopt bylaws, and handle other organization business. If the articles do not name them, a majority of the incorporators calls a meeting to elect directors and either complete organization or let the new board complete it.
Each incorporator can instead sign written consent describing the action. Under § 79-4-8.21, the board likewise may act without a meeting when every director signs and delivers a consent. Initial bylaws are mandatory, and § 79-4-8.40 gives the board or an authorized officer the officer-appointment roles described there.
What trips people up
The $25 annual report shown on the current fee schedule is not an attachment to the formation filing. Under § 79-4-16.22, it is a recurring report tied to the corporation's anniversary or another date established by the Secretary of State. The researched formation and organization provisions do not prescribe a separate initial report or newspaper publication.
Purpose and duration also follow defaults. Together, §§ 79-4-3.01 and -3.02 supply an any-lawful-business purpose and perpetual duration unless the articles provide otherwise.
Common questions
Must Mississippi articles list the first directors?
No. Their names and addresses are optional. If omitted, the incorporator or incorporators elect directors during organization.
Must the shares have a par value?
No. The articles must state the required class, series, count, and rights information, but § 79-4-2.02 makes par value optional.
Does the incorporator's signature need notarization?
No. Section 79-4-1.20 says acknowledgment and verification are optional.
Statutes and sources
- Mississippi Business Corporation Act and Registered Agents Act — current formation, filing, share, agent, effective-date, annual-report, and organization rules, accessed August 14, 2026.
- Mississippi Secretary of State online filing portal and Business Documents Filing Fees — current filing channel and fees, accessed August 14, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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