Nonprofit Corporation Formation Filing in Mississippi

At a glance

Requirements one by one

The Mississippi Nonprofit Corporation Act, § 79-11-101, allows one or more incorporators to deliver articles to the Secretary of State under § 79-11-135. Section 79-11-137(1) specifies their contents, and § 79-11-139(1) ties existence to filing unless there is a delayed date.

Corporate name and purpose

The articles must identify the initial planned, primary nonprofit activity. A separate purpose provision is optional under § 79-11-137(2)(b)(i), so the activity entry should not be mistaken for a required purpose clause. The name must generally be distinguishable on the Secretary of State's records under § 79-11-157(2).

Initial directors and selection

The optional director listing appears in § 79-11-137(2)(a). If the articles omit the initial directors, § 79-11-143(1)(b) directs the incorporators to elect directors at an organizational meeting after incorporation.

Registered office and agent

For a noncommercial agent, § 79-35-5(a) calls for name, address, and email address. A commercial agent is identified by name. Section 79-11-137(1)(f) also permits the Secretary to require reasonable contact information by rule.

Signature and agent acceptance

Under § 79-11-105(6)(b), an incorporator signs before formation. Under § 79-11-105(7), the signer puts a name and signing capacity by the signature. Under § 79-35-5(b), the agent designation affirms notice, a forwarding address, and the agent's consent.

Filing fee

Under § 79-11-109(1)(a), the articles fee is $50. Under § 79-11-109(4), the Secretary may charge up to twice that amount when the prescribed form is not used.

Effective existence and delayed date

The document may specify a delayed effective time and date. If it gives a date without a time, § 79-11-111(2) makes it effective at close of business on that date; the date cannot be later than the 90th day after filing.

What trips people up

The required primary activity statement and an optional detailed purpose provision serve different roles. A filer should also check whether the Secretary requires additional contact details under § 79-11-137(1)(f).

Common questions

Must the corporation have members? No. Under § 79-11-175, a corporation is not required to have members; the formation-article list in § 79-11-137(1) does not require a member-status declaration.

Must a seal or acknowledgement appear on the articles? Section 79-11-105(7) says a document may, but need not, contain either.

Statutes and sources

The verbatim statutory excerpts, official legislature URLs, and access dates are recorded above. The 2025 bill reproduces existing Code language; the bill itself did not pass.