Mississippi Certificate of Authority Filing Service
Mississippi Foreign Corporation
A Mississippi foreign corporation is any corporation not incorporated in Mississippi that does business there. If your out-of-state corporation wants to expand into the Magnolia State, you need a Certificate of Authority from the Mississippi Secretary of State.
Skip the hassle and let us register your foreign corporation for $149 + state fees! Or if you’re a do-it-yourself type of business owner, read on to learn how to register your foreign corporation in Mississippi.
START DOING BUSINESS IN MISSISSIPPI
What Happens if I Do Business in Mississippi Without Registering?
Mississippi law states that a foreign corporation that transacts business in Mississippi without a Certificate of Authority can be fined up to $1,000 per year. You will also not be able to maintain any legal proceedings in Mississippi until the Certificate of Authority has been obtained. (MS Code § 79-4-15.02 (2020))
What does Mississippi consider to be “transacting business”?
The Mississippi Business Corporation Act doesn’t explicitly list all the activities it considers to be doing business. Even so, you would most likely to be found to be doing business in Mississippi if either of the following is true:
- Your business has an office, warehouse, store, or other physical property in the state.
- You have employees or contractors working for your business in Mississippi.
If you’re not sure whether your business activities qualify, consult a business attorney to make sure you’re in the clear.
How to Register a MS Foreign Corporation
To register your foreign Mississippi corporation, you need to file the Application for Certificate of Authority online and pay a $500 registration fee (plus a credit card fee). We explain how.
1. Check if your name is available in Mississippi
First, it’s important to make sure your corporation’s name is available in Mississippi. You can use the Mississippi Business Search to find out if any other business is using the same name. If they are, you’ll need to choose a different name to use in Mississippi. You also need to make sure your corporation’s name follows Mississippi’s name requirements:
- Must include “corporation,” “incorporated,” “company,” “limited,” or an abbreviation of one of those words, such as “corp” or “inc.”
- Can’t suggest the business was organized for a purpose it’s not authorized to perform. For example, you can’t include “bank” in your business name if you’re not authorized to offer banking services.
- Can’t be the same as (or very similar to) the name of another business registered in Mississippi.
2. Appoint a Mississippi registered agent
All corporations doing business in Mississippi need a Mississippi registered agent. This individual or business must agree to accept service of process on behalf of your corporation and forward it quickly to you. Your registered agent must have a physical office in Mississippi that is open during normal business hours. They must also be willing to put their address on the public record.
Mississippi Registered Agent LLC offers fast, reliable registered agent service for an affordable price. We guarantee same-day scans and notifications for all state and legal mail we receive. You’ll also be able to use our business address instead of your own on state forms in all applicable fields, keeping your personal contact information private.
GET REGISTERED AGENT SERVICE – $49/year
3. Obtain a Certificate of Existence/Certificate of Good Standing
Before you can register your foreign corporation, you need a Certificate of Existence (called a Certificate of Good Standing in some states) from the jurisdiction where your business was incorporated. This document shows that your company is active in its home state. You can request a Certificate of Existence through the agency that formed your corporation (usually the Secretary of State). In most states, you can submit the request online, pay a small fee, and receive the certificate in just a day or two.
When you hire us to register your foreign corporation, we’ll also obtain your Certificate of Existence.
4. Create an online account and register your out-of-state corporation
You must register your out-of-state corporation online, through the Secretary of State website. The filing fee for corporations is $500, plus a credit card fee. Here’s how it works:
- Register for an online account via the Mississippi Secretary of State portal or log in to your existing account.
- Click the option to register an out-of-state business.
- Follow the instructions and enter your business information.
- Attach a copy of your Certificate of Good Standing/Certificate of Existence.
- Pay the $500 filing fee (plus credit card fee) and submit your application.
You can submit your application online, or, if you don’t want to pay by credit/debit card, you can print your application and mail it along with your Certificate of Existence and a $500 check made out the the Secretary of State:
Mississippi Secretary of State
Business Services & Regulation
P.O. Box 136
Jackson, MS 39205-0136
Mississippi Foreign Corporation FAQs
How much does it cost to register a foreign corporation in Mississippi?
It costs $500 to register a foreign corporation in Mississippi ($525 online). You may also need to pay a small fee to obtain a Certificate of Existence from your home state.
How long does it take to register a foreign corporation in Mississippi?
If you submit your application online, the state will process it in 1-2 business days. Applications that are submitted by mail can take significantly longer to be processed.
Do foreign corporations need to file Mississippi annual reports?
Yes, all corporations in Mississippi need to file the Mississippi annual report by April 15 each year. The annual report is free for foreign corporations. You can file any time between January 1 and April 15 through your Mississippi Secretary of State portal.
Do foreign corporations in Mississippi pay taxes in both states?
Yes. Foreign Mississippi corporations need to pay Mississippi corporate income tax (ranges from 4 to 5%) and Mississippi franchise tax ($25 minimum). They also need to collect Mississippi sales tax when selling taxable goods or services. The state sales tax is 7%, and some municipalities add a local sales tax of up to 1%.