How to Form S-Corp in Mississippi

Quick Answer

To form an S-Corp in Mississippi, you must first incorporate as a regular corporation by filing Articles of Incorporation with the Mississippi Secretary of State, then elect S-Corporation status with the IRS using Form 2553. As of April 10, 2026, Mississippi does not impose a franchise tax on corporations, and the state income tax rate ranges from 0-5%. Contact the Mississippi Secretary of State for current filing fees and processing times.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Verify name availability through the Mississippi Secretary of State’s business search
   • The name must include “Corporation,” “Incorporated,” “Company,” or abbreviations like “Corp.,” “Inc.,” or “Co.”
   • Consider reserving your name if you’re not ready to file immediately

2. Prepare Articles of Incorporation

   • Download the Articles of Incorporation form from the Mississippi Secretary of State website
   • Include required information: corporate name, registered agent, registered office address, and incorporator details
   • Specify the number of authorized shares

3. File Articles of Incorporation

   • Submit completed Articles of Incorporation to the Mississippi Secretary of State
   • Contact the Secretary of State for current filing fees and accepted payment methods
   • Filing can typically be done online, by mail, or in person

4. Obtain Federal EIN

   • Apply for an Employer Identification Number (EIN) with the IRS
   • This is required for tax purposes and opening business bank accounts
   • Apply online at IRS.gov for fastest processing

5. File Form 2553 for S-Corp Election

   • Submit IRS Form 2553 (Election by a Small Business Corporation) within 75 days of incorporation
   • All shareholders must sign the form
   • This election allows pass-through taxation treatment

6. Create Corporate Bylaws

   • Draft bylaws to govern internal corporate operations
   • While not filed with the state, bylaws are essential for corporate compliance

7. Hold Initial Board Meeting

   • Conduct organizational meeting to adopt bylaws, elect officers, and issue stock certificates
   • Document decisions in corporate minutes

Costs Breakdown

Contact the Mississippi Secretary of State for current information on filing fees, as these may change periodically. Typical costs for S-Corp formation include:

Item	Estimated Cost
Articles of Incorporation filing fee	Contact Secretary of State
Name reservation (if needed)	Contact Secretary of State
Registered agent service (annual)	$100-$300
EIN application	Free (direct with IRS)
Corporate bylaws preparation	$0-$500
Initial stock certificates	$50-$200

Requirements Checklist

Before filing your S-Corp formation documents, ensure you have:

• Chosen an available corporate name that complies with Mississippi naming requirements
• Selected a Mississippi registered agent with a physical address in the state
• Prepared Articles of Incorporation with all required information
• Identified initial directors and officers
• Determined the number of authorized shares
• Gathered incorporator information and signature
• Planned for S-Corp election timing (within 75 days of incorporation)
• Prepared to obtain federal EIN immediately after incorporation

Tax Implications

State Income Tax: Mississippi imposes an income tax with rates ranging from 0-5% as of April 10, 2026. S-Corporations benefit from pass-through taxation, meaning the corporation itself doesn’t pay federal income tax, and profits and losses pass through to shareholders’ personal tax returns.

Franchise Tax: Mississippi does not impose a franchise tax on corporations, which can result in significant savings compared to other states.

Sales Tax: Mississippi has a base sales tax rate of 7.0% as of April 10, 2026. If your S-Corp sells taxable goods or services, you’ll need to register for sales tax collection.

Federal Tax Benefits: S-Corp election can provide self-employment tax savings for owner-employees, as only wages (not distributions) are subject to Social Security and Medicare taxes.

Estimated Tax Payments: Shareholders may need to make quarterly estimated tax payments on their share of S-Corp income.

Ongoing Obligations

Mississippi S-Corporations must maintain several ongoing compliance requirements:

Annual Reports: Contact the Mississippi Secretary of State for current annual report requirements and deadlines. Most states require annual reports to maintain good standing.

Tax Filings:

• File federal Form 1120S annually by March 15th (or 15th day of 3rd month after fiscal year-end)
• Mississippi may require state-level S-Corp returns - consult with a tax professional
• Provide Schedule K-1 forms to all shareholders

Corporate Formalities:

• Hold annual shareholder meetings
• Maintain corporate minutes and records
• Keep stock transfer records current
• File required business licenses and permits

Registered Agent: Maintain a registered agent with a Mississippi address at all times.

Registered Agent

Mississippi law requires all corporations to maintain a registered agent with a physical address in the state. The registered agent receives official correspondence, legal documents, and state notices on behalf of your corporation.

Requirements:

• Must have a physical Mississippi address (not a P.O. Box)
• Must be available during regular business hours
• Can be an individual resident of Mississippi or a business entity authorized to conduct business in the state

Options:

• Serve as your own registered agent if you have a Mississippi address
• Appoint a friend, family member, or business associate in Mississippi
• Hire a professional registered agent service ($100-$300 annually)

Professional registered agent services offer privacy protection, consistent availability, and compliance monitoring, making them popular with out-of-state business owners.

Common Mistakes to Avoid

1. Missing the S-Corp Election Deadline: Form 2553 must be filed within 75 days of incorporation. Missing this deadline means waiting until the next tax year for S-Corp status.

2. Inadequate Corporate Formalities: Failing to maintain proper corporate records, hold meetings, or follow bylaws can jeopardize your corporate liability protection.

3. Improper Shareholder Compensation: S-Corp owner-employees must receive reasonable wages subject to payroll taxes before taking distributions.

4. Exceeding Shareholder Limits: S-Corps are limited to 100 shareholders, and all must be U.S. citizens or residents.

5. Mixing Personal and Business Finances: Maintain separate bank accounts and clear financial records to preserve corporate liability protection.

6. Ignoring State Compliance Requirements: Stay current with annual reports, tax filings, and other state-mandated obligations to maintain good standing.

7. Choosing an Inappropriate Business Name: Ensure your corporate name complies with Mississippi requirements and doesn’t infringe on existing trademarks.

Related Guides

• How to Form S-Corp in Florida 2026: Complete Step-by-Step Guide
• How to Form S-Corp in New Jersey: 2026 Step-by-Step Guide
• How to Form S-Corp in New York: 2026 Step-by-Step Guide
• How to Form S-Corp in Rhode Island: 2026 Step-by-Step Guide
• How to Form LLC in Mississippi: 2026 Step-by-Step Guide

FAQ

How long does it take to form an S-Corp in Mississippi?

The incorporation process typically takes 5-10 business days once the Articles of Incorporation are filed with the Mississippi Secretary of State. However, contact the Secretary of State for current processing times, as these can vary based on filing volume and method. The S-Corp election with the IRS is processed separately and may take several weeks.

Can I be my own registered agent in Mississippi?

Yes, you can serve as your own registered agent if you have a physical address in Mississippi and are available during regular business hours. However, many business owners prefer hiring a professional service for privacy and reliability reasons, especially if they live out of state.

What’s the difference between forming an LLC and S-Corp in Mississippi?

The main differences include taxation (LLCs have more tax flexibility), formalities (S-Corps require more corporate structure), and ownership restrictions (S-Corps are limited to 100 shareholders, all U.S. persons). Consider consulting with a tax professional to determine which entity type best suits your specific situation.

Do I need an attorney to form an S-Corp in Mississippi?

While not legally required, many business owners benefit from professional guidance, especially for complex situations. At minimum, consider consulting with an attorney for bylaws preparation and a tax professional for understanding S-Corp election implications.

Can a single person form an S-Corp in Mississippi?

Yes, Mississippi allows single-shareholder corporations. You can form an S-Corp with just one owner, though you’ll still need to maintain proper corporate formalities and may need to appoint additional directors depending on your bylaws.

What happens if I miss the S-Corp election deadline?

If you miss the 75-day deadline for filing Form 2553, your corporation will be taxed as a regular C-Corporation for that tax year. You can request late election relief from the IRS under certain circumstances, or wait to make the S-Corp election effective for the following tax year.

Are there restrictions on S-Corp shareholders in Mississippi?

Yes, S-Corps can have no more than 100 shareholders, and all shareholders must be U.S. citizens or residents. Additionally, S-Corps can only have one class of stock, though voting and non-voting shares are permitted.

---

Disclaimer: This information is provided for educational purposes only and should not be considered legal or tax advice. Business formation requirements and tax implications can be complex and vary based on individual circumstances. Consult with a qualified attorney or accountant for advice specific to your situation. Data referenced is current as of April 10, 2026, and fees or requirements may have changed since then.