Register your business to make it a distinct legal entity. How and where you need to register depends on your business structure and business location.
- Find out if you need to register your business
- Register with federal agencies
- Register with state agencies
- Register with local agencies
- Stay up to date with registration requirements
Find out if you need to register your business
Your location and business structure determine how you’ll need to register your business. Determine those factors first, and registration becomes very straightforward.
For most small businesses, registering your business is as simple as registering your business name with state and local governments.
In some cases, you don’t need to register at all. If you conduct business as yourself using your legal name, you won’t need to register anywhere. But remember, if you don’t register your business, you could miss out on personal liability protection, legal benefits, and tax benefits.
Register with federal agencies
If you want tax-exempt status for a nonprofit corporation, register your business as a tax-exempt entity with the IRS.
To create an S corp, you’ll need to file form 2553 with the IRS.
Register with state agencies
If your business is an LLC, corporation, partnership, or nonprofit corporation, you’ll probably need to register with any state where you conduct business activities.
Typically, you’re considered to be conducting business activities in a state when:
- Your business has a physical presence in the state
- You often have in-person meetings with clients in the state
- A significant portion of your company’s revenue comes from the state
- Any of your employees work in the state
Some states allow you to register online, and some states make you file paper documents in person or through the mail.
Most states require you to register with the Secretary of State’s office, a Business Bureau, or a Business Agency.
The Business Services Division processes the formation of Mississippi corporations, limited liability companies, limited partnerships, and other business and non-profit entities. It also grants certificates of authority for foreign companies who wish to do business in the State of Mississippi. Liens under the Uniform Commercial Code are filed with this division.
The Business Services Division also regulates and approves all notaries public in the State of Mississippi. Mississippi Trademark applications are also registered here.
If you have any questions or need any assistance, please feel free to call us at 601-359-1633 and speak with one of our expert customer service representatives.
The Secretary of State’s Office is responsible for managing the corporate documents of LLCs, LPs, and corporations. Domestic businesses are surveyed on a variety of topics intermittently throughout the year. In the most recent installment (June 2019), more than 6,700 businesses responded. Results are used to address business needs and improve economic development tools like Y’all Business (www.yallbusiness.sos.ms.gov), a website developed by the Secretary of State’s Office which offers free consumer and demographic information to burgeoning businesses. Results are shared with educational entities, business leaders, and economic development and state government stakeholders.
Search for Municipal and County Documents
If you need to file documents not currently located in this database or have questions related to this project, please contact the Business Services Division at (601) 359-1633.
START YOUR BUSINESS IN MISSISSIPPI
The Mississippi Secretary of State’s Office would like to assist you in starting your new business. What may seem like a daunting task may be accomplished with relative ease, once you have chosen the type of business which best fits your needs. It is important to consider all of the possibilities when choosing your business structure.
Business may be conducted in Mississippi using many different types of entities, which may require registration with the Secretary of State. Each has advantages and disadvantages. When choosing how you want to operate your business, it is important to keep in mind:
- How many owners you will have.
- The relationship among the co-owners.
- The ability to sell your ownership interest.
- Liability for taxes and business debts.
- Record keeping requirements.
We recommend consulting with an attorney or accountant to determine the appropriate type of entity before setting up your business.
Now that you are starting your business, you will want to begin writing your business plan. A business plan is just a roadmap defining your business and identifying your goals, and how you will achieve them. There are basic components every good plan should include, and resources available to help you craft a business plan.
For more information and assistance with writing a business plan, contact the Mississippi Small Business Development Center.
The old saying “it takes money to make money” holds true for any new business venture. How you finance your business can affect your ability to hire staff, buy goods, acquire licenses, expand and grow.
For more information on business financing contact the Mississippi Small Business Development Center.
Crowdfunding – Invest Mississippi
Crowdfunding is a way for businesses to raise money by soliciting and accepting small monetary amounts from a large number of people.
- Equity Crowdfunding: a way for businesses to raise capital by accepting investments of small monetary amounts from multiple people. Investors receive an equity interest in the business based on the amount of their investment. The exchange of equity in the business for a monetary investment is a security and subject to State and federal securities laws.
- Donation Crowdfunding: a way for individuals or businesses to collect pledges or donations of money from multiple people (donors) who support a platform or cause and, in turn, receive a reward or experience. Donation crowdfunding is typically done via websites such as Kickstarter.com, GoFundMe.com, and Indiegogo.com. Unlike equity crowdfunding, donations are not subject to State and Federal securities laws because donors do not receive ownership in the business.
Equity Crowdfunding is now available in Mississippi through administrative rules recently adopted by our Agency.
For more information on Invest Mississippi Crowdfunding, visit http://www.sos.ms.gov/Securities/Pages/Crowdfunding.aspx. Or you may contact our Office.
Mississippi Secretary of StateSecurities Division
125 South Congress Street
Jackson, Mississippi 39201
*The Secretary of State does not recommend any securities and does not confirm the accuracy or determine the adequacy of a crowdfunding offering. A filing of an offering with the Secretary of State under this Rule does not mean the Secretary of State has passed on the merits of the offering.
OPEN YOUR BUSINESS
Most new businesses in Mississippi are required to register with the Secretary of State’s Office. To see if your business is required to register, contact:
Mississippi Secretary of StateBusiness Services
125 South Congress Street
Jackson, Mississippi 39201
Secretary of State Doing Business in Mississippi Guide
“Domestic” means your business is formed in and operates under the laws of the State of Mississippi.Be sure to submit the appropriate domestic – and not foreign – filings associated with your entity when you register with the Mississippi Secretary of State. All business filings must be submitted online. Many are approved immediately.
A company is considered “foreign” if it is already formed in another state and under the laws of that state. A company formed in Mississippi is considered “domestic.”
Mississippi encourages foreign companies to do business in Mississippi. If your out-of-state company will be conducting business in Mississippi, you are likely required to register with the Secretary of State. If any of your employees will be in the State for a total of thirty (30) days in any given year, registration is required. Be aware certain foreign businesses, such as contractors or those doing business with State agencies, may be required to register, regardless of the time spent by employees in Mississippi.
Registration of your foreign business is simple. After logging into our filing system, find the link for registering out-of-state businesses. You will be required to provide basic information regarding your company. A registered agent with a street address inside Mississippi and a certificate of good standing from your home state dated within the last six months must also be provided.
In a sole proprietorship one person owns and operates the business. Because a sole proprietorship is not incorporated, it requires no filing with the Secretary of State. The individual owner is personally responsible for the debts and obligations of the business. Earnings are generally taxed as personal income for the owner.
Two or more persons may operate a business as a general partnership. Again, there is no Secretary of State filing requirement to form this type of entity. Many general partnerships will draft a partnership agreement to delineate the responsibilities of each partner. The partnership agreement need not be filed with the State.
The assets of a partnership are owned jointly by the partners. Each partner is personally liable for the actions of the other partners including business debts, taxes and tort liability. Earnings are generally taxed as personal income to each partner.
This business entity is a partnership with two levels of partners: general partners and limited partners. A general partner makes the business decisions and controls the business. The limited partner has a stake in the company, usually through an investment of capital, but has limited control over business decisions. A Certificate of Limited Partnership must be filed with the Secretary of State.
General partners are personally liable for the debts and obligations of the partnership. Limited partners are only liable to the extent of their investment in the company. Earnings for all partners are generally taxed as personal income.
Limited Liability Corporation
A limited liability company may be owned by one or more persons. The owners are called “members.” All members may participate in managing the company or one or more members may be chosen to make decisions. Forming an LLC requires filing a Certificate of Formation with the Secretary of State.
Members of an LLC are not personally liable for the debts or liabilities of the company. Earnings may be taxed in several different ways. An LLC may have different levels of membership. The members may develop an operating agreement to govern the company. Limited liability companies generally have fewer formal record keeping requirements than corporations.
Mississippi has one of the most modern and comprehensive LLC statues in the country.
A corporation may be owned by one or more persons. Owners are called “shareholders.” A corporation is created by filing Articles of Incorporation with the Secretary of State. Corporations have officers elected by a board of directors that are elected by the shareholders. Corporations operate by a set of rules called “bylaws,” which are drafted by the company and adopted by the shareholders. Bylaws are not filed with the State.
Shareholders of a corporation are not personally liable for the obligations of the company. Unlike an LLC, a corporation is subject to corporate income taxes on its revenues. Profits distributed to the shareholders may be taxed as income.
An “S corporation” under the Internal Revenue Code is formed in the same fashion as a regular corporation. Sub-chapter S corporations may have some tax advantages but also must follow very specific rules. Obtaining tax planning advice when deciding to set up this type of company is recommended.
A nonprofit corporation may be formed for any lawful purpose. The Articles of Incorporation must be filed with the State and must indicate the initial nonprofit activity of the company. Nonprofit corporations are generally run by a Board of Directors and may also have members. Members of a nonprofit may not be paid, and the revenues of the company further its nonprofit goal.
A charity is a type of nonprofit corporation which solicits donations beyond its members. Special IRS rules govern charities. In addition, charitable organizations must register with the Charities Division of the Mississippi Secretary of State and unless an exemption is granted, file a report disclosing their donations and expenditures each year.
Limited Liability Partnership
A limited liability partnership (LLP) allows all the partners to take an active role in the management of the business while offering members some liability protection from actions of the other partners, the partnership and the partnership employees.
Limited Liability Partnerships:
- Are treated like partnerships by the Internal Revenue Service
- Are required to file informational returns with the Internal Revenue Service and Mississippi Income Tax Division
- Do not provide liability protection to individual partners for their own actions
- Are created by filing a Qualification of Limited Liability Partnership with the Secretary of State
- Must file an annual report with the Mississippi Secretary of State
To form the business entity of your choice, please visit the Business Formation and Services home page of the Secretary of State’s website at www.sos.ms.gov. You may review a PowerPoint demonstration of our online filing system as a guide for the filing process. Then click the “File Business Documents” link to set up your personal filing account. This will allow you to file all of your business documents with the Secretary of State.
COUNTY AND CITY
Municipal InformationMississippi County contacts
You may be required to apply for permits and licenses from your local government (e.g., city or county). Different locations have different requirements. The following are common types of local permits and licenses.
Business Licenses / Tax Permits
From your city or county clerk or revenue department. Many jurisdictions require a trader’s license or tax certificate in order to operate.
From your city or county building and planning department. This permit is generally required if you are constructing or modifying your place of business.
From your city or county health department.
From your city or county building and planning development department. This permit is required for home-based business in some jurisdictions.
From your city or county building and planning department. Some jurisdictions require a permit before you can erect a sign for your business.
From your city or county police or fire department. If you have installed a burglar or fire alarm, you will likely need an alarm permit.
From your city or county building and planning department. This permit is generally required if you are developing land for specific commercial use.
Alcohol & Tobacco Permits
Any business selling alcohol and or tobacco must obtain both city and state permits.
FILING STATE BUSINESS TAXES
Businesses operating in Mississippi are required to register for one or more tax-specific identification numbers, licenses or permits, including income tax withholding, sales and use tax (seller’s permit), and unemployment insurance tax.
Some forms will ask for an NAICS number, which is a number associated with the type of business you have so that it can be categorized appropriately. The NAICS Association website has a list of NAICS numbers for reference.
Contact the Mississippi Department of Revenue for more information about business registration and your tax obligations
Businesses with employees are required to file federal and state employee verification documents. Below is a list of links to help you get started. You should contact the State and IRS to make sure you have filed everything.
Mississippi Secretary of StateBusiness Services
125 South Congress Street
Jackson, Mississippi 39201
Stay protected as a business owner, you will want to consider obtaining business insurance to protect your business and yourself.
Though business insurance is an added expense, in many cases, it is also tax deductible. There are many different types of insurance and the level of coverage needed may depend on many aspects of your business. Please visit the Small Business Administration website for more information.
Workers Compensation Insurance (WCI)
In most states, you must fill out Workers Compensation Insurance forms. If your business does not fall into the category requiring this insurance, you may still need to attest you do not provide WCI. Please visit or contact the Workers Compensation Commission to determine what forms are required for your business. For more information, please contact Mississippi Workers’ Compensation Commission.
After setting up your business entity, you may have additional required registrations with other governmental agencies.
- The Internal Revenue Service: Many entities, such as corporations and nonprofits, are required to obtain a Federal Tax ID Number or a Federal Employee Identification Number (EIN). Other entities may need this number, particularly if the business will have employees. You must contact the IRS in order to obtain a Tax ID number. Please visit www.irs.gov for more information.
- Mississippi Department of Revenue: The Mississippi Department of Revenue collects state taxes including income tax and sales tax. Most entity types will be required to register with the Department of Revenue. Companies may register online at www.dor.ms.gov.
- Unemployment Insurance Registration: If your company has employees, you may need to register for unemployment insurance with the Mississippi Department of Employment Security. If you are not certain about the need for unemployment insurance, seek professional financial or legal advice. Additional information can be found online at www.mdes.ms.gov.
- Charities Registration: A nonprofit Corporation planning to solicit contributions from the public through any means, including the Internet, may be required to register with the Secretary of State’s Charities Division prior to beginning any solicitation efforts. This registration is separate and in addition to any required filings with the Business Services Division. To discover whether your charity must register, you may call the Charities Division at 601-359-1371.
- Obtaining 501(c)(3) Tax Exempt Status: If a nonprofit Corporation is organized and operated exclusively for a charitable, religious or educational purpose, it may also qualify for federal tax exempt status under section 501(c)(3) of the Internal Revenue Code. Please visit www.irs.gov or consult a tax advisor for further information on obtaining tax exempt status.
Companies engaging in certain types of business may be required to file additional registrations, pass examinations or provide certifications to other agencies or boards of the State of Mississippi. If you believe your business may have such a requirement, please contact the appropriate agency or visit their website. For your convenience, some of the state agencies or boards are listed below.
A complete list of Mississippi Agencies can be found here
Get a registered agent
If your business is an LLC, corporation, partnership, or nonprofit corporation, you’ll need a registered agent in your state before you file.
A registered agent receives official papers and legal documents on behalf of your company. The registered agent must be located in the state where you register.
Many business owners prefer to use a registered agent service rather than do this role themselves.
File for foreign qualification
If your LLC, corporation, partnership, or nonprofit corporation conducts business activities in more than one state, you might need to form your business in one state and then file for foreign qualification in other states where your business is active.
The state where you form your business will consider your business to be domestic, while every other state will view your business as foreign. Foreign qualification notifies the state that a foreign business is active there.
Foreign qualified businesses typically need to pay taxes and annual report fees in both their state of formation and states where they’re foreign qualified.
To foreign qualify, file a Certificate of Authority with the state. Many states also require a Certificate of Good Standing from your state of formation. Each state charges a filing fee, but the amount varies by state and business structure.
Check with state offices to find out foreign qualification requirements and fees.
File state documents and fees
In most cases, the total cost to register your business will be less than $300, but fees vary depending on your state and business structure.
The information you’ll need typically includes:
- Business name
- Business location
- Ownership, management structure, or directors
- Registered agent information
- Number and value of shares (if you’re a corporation)
The documents you need — and what goes in them — will vary based on your state and business structure.
Articles of organization
Articles of organization is a simple document that describes the basics of your LLC. It includes business information like the company name, address, member names, and the registered agent.
LLC operating agreement
An operating agreement describes the structure of your company’s financial and functional decisions. It defines how key business decisions are made, as well as each member’s duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
Certificate of limited partnership
This simple document describes the basics of your limited partnership. It notifies the state of the partnership’s existence and contains basic business information like the company name, address, and partner names. Not all states require it, and some states call it by a different name.
Limited partnership agreement
A limited partnership agreement is an internally binding document between all partners that defines how business decisions get made, each partner’s duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
Limited liability partnership
Certificate of limited liability partnership
This simple document describes the basics of your limited liability partnership. It notifies the state of the partnership’s existence and contains basic business information like the company name, address, and partner names. Not all states require it, and some states call it by a different name.
Limited liability partnership
Limited liability partnership agreement
A limited liability partnership agreement is an internally binding document between all partners that defines how business decisions get made, each partner’s duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
Corporation (any kind)
Articles of incorporation
The articles of incorporation — or a certificate of incorporation — is a comprehensive legal document that lays out the basic outline of your business. It’s required by every state when you incorporate. The most common information included is the company name, business purpose, number of shares offered, value of shares, directors, and officers.
Corporation (any kind)
Bylaws or resolutions
Bylaws (called resolutions for nonprofits) are the internal governance documents of a corporation. They define how key business decisions are made, as well as officer and shareholders’ duties, powers, and responsibilities. It’s widely recommended to create one to protect yourself and your business, even if your state doesn’t mandate it.
In addition, some states also require you to register your DBA — a trade name or a fictitious name — if you use one.
Register with local agencies
Typically, you don’t need to register with county or city governments to actually form your business.
If your business is an LLC, corporation, partnership, or nonprofit corporation, you might need to file for licenses and permits from the county or city.
Some counties and cities also require you to register your DBA — a trade name or a fictitious name — if you use one.
Local governments determine registration, licensing, and permitting requirements, so visit local government websites to find out what you need to do.
Stay up to date with registration requirements
Some states require you to provide reports soon after registering depending on your business structure.
You may need to file additional documentation with your state tax board or franchise tax board. These filings are typically referred to as Initial Reports or Tax Board registration, and most often need to be filed within 30-90 days after you register with the state.
Check with your local tax office or franchise tax board, if it applies to you.