Mississippi requires most registered business entities to file an Annual Report with the Mississippi Secretary of State, Business Services Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date varies slightly between for-profit and nonprofit entities. In addition to this, there are annual tax-related filings with the Mississippi Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Mississippi is crucial for your entity’s legal operation. While Mississippi does not impose a direct monetary late fee for the Annual Report itself, failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Administrative Dissolution/Revocation: If the Annual Report is not filed within 60 days after its due date, your domestic entity will be administratively dissolved or your foreign entity will have its authority revoked to transact business in Mississippi.
Loss of Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Mississippi courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all past due reports and payment of all accumulated fees and any reinstatement application fees.
Specific Requirements by Entity Type in Mississippi:
For All Entity Types (LLC, Corporation, Non-Profit) in Mississippi:
Annual Report (Mississippi Secretary of State, Business Services Division):
Frequency: Annually.
Filing Period: Can be filed any time on or after January 1st of each year.
Filing Method: All annual reports must be filed online through the Mississippi Secretary of State’s online filing portal.
Information Required: Entity’s legal name, Mississippi Business ID number, principal office address, current Registered Agent information (name and street address), a brief description of your nature of business (including NAICS code), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; managers/members for LLCs).
For Corporations (For-Profit & Professional) in Mississippi:
In addition to the Annual Report:
Due Date for Annual Report: By April 15th of each year.
Filing Fee for Annual Report:$25.00 for Domestic Corporations; $0.00 for Foreign Corporations.
Penalty: No direct monetary late fee, but administrative dissolution after 60 days past due.
Mississippi Corporate Income and Franchise Tax (Mississippi Department of Revenue – Form 83-105):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: Mississippi imposes a franchise tax on corporations for the privilege of doing business in the state, calculated based on the value of capital employed in the state. This is reported on the same form as the income tax.
Extensions: Mississippi generally grants a 6-month extension to file if tax due is remitted with Form 83-180 by the original due date, or if a federal extension is filed and no tax liability exists. This is an extension to FILE, not an extension to PAY.
For Limited Liability Companies (LLCs) in Mississippi:
In addition to the Annual Report:
Due Date for Annual Report: By April 15th of each year.
Filing Fee for Annual Report:$0.00 for Domestic LLCs; $250.00 for Foreign LLCs.
Penalty: No direct monetary late fee, but administrative dissolution after 60 days past due.
Mississippi Income Tax: LLCs are generally treated as pass-through entities for Mississippi income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual Mississippi income tax return (Form 80-105 for residents, Form 80-205 for non-residents). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form 84-105, Pass-Through Entity Tax Return, with the Mississippi Department of Revenue. This is an informational return. Nonresident member withholding or composite tax payment may apply.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form 83-105 and be subject to Mississippi corporate income and franchise taxes.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Mississippi:
Annual Report Requirement (Mississippi Secretary of State, Business Services Division):
General Partnerships (GPs): Generally, GPs formed by agreement are NOT required to file an annual report with the Mississippi Secretary of State.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities are also generally NOT required to file an annual report with the Mississippi Secretary of State. Note: Unlike many states, Mississippi does not require an annual report for LPs, LLPs, or LLLPs at the Secretary of State level.
Mississippi Pass-Through Entity Income Tax Return (Mississippi Department of Revenue – Form 84-105):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or composite tax payment may apply.
For Non-Profit Corporations in Mississippi, please also note the following:
In addition to the Annual Report:
Annual Report Filing Requirement: As of July 1, 2024, all non-profit corporations registered in Mississippi are required to file an annual report.
Due Date for Annual Report: By May 15th of each year.
Filing Fee for Annual Report:$25.00 for Domestic and Foreign Nonprofit Corporations.
Penalty: No direct monetary late fee, but administrative dissolution after 60 days past due.
Charitable Organization Registration and Annual Renewal (Mississippi Secretary of State – Charities Division):
If your non-profit solicits charitable contributions in Mississippi, you must generally register and file an annual report with the Mississippi Secretary of State, Charities Division, unless specifically exempt (e.g., certain religious organizations, or those receiving less than $25,000 in contributions and not using a professional fundraiser).
Due Date: Annually, generally within 6 months of the end of the organization’s fiscal year (e.g., June 30th for a December 31st fiscal year-end).
Filing Fee:$50.00 for registration and annual renewal (plus a small online filing fee).
Required Attachments: This renewal typically requires submitting a completed registration form and a copy of your federal IRS Form 990 series return. Audited financial statements are required for organizations with contributions over $750,000; reviewed statements for contributions between $250,000 and $750,000.
Penalties: Failure to comply can lead to fines, injunctions, or legal action for unlawful solicitation.
Mississippi Exempt Organization Business Income Tax (Mississippi Department of Revenue – Form 83-105 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Mississippi Corporate Income and Franchise Tax return (Form 83-105) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Mississippi corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Mississippi filings typically require verification or updating of the following:
Your entity’s legal name and Mississippi Business ID number.
The current principal office mailing address.
The name and physical street address of your Mississippi Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or at least one member (if member-managed), and whether you have an operating agreement.
Updated contact information for the entity (e.g., email, phone number – through phone numbers and EINs are not publicly displayed).
Your North American Industry Classification System (NAICS) code.
For Corporations: Total authorized shares and issued/outstanding shares by class/series.
For Non-Profits: Confirmation of your federal tax-exempt status and details regarding any charitable solicitation activities and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Mississippi’s specific online filing mandate and penalties for non-filing rather than direct late fees, can be complex. We are here to assist you with understanding and fulfilling your Mississippi compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Mississippi Secretary of State.
Assisting with the preparation and filing of your Mississippi tax returns (e.g., corporate income/franchise tax, pass-through entity returns) (if applicable).
Preparing and filing any applicable non-profit charitable registrations.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Mississippi Secretary of State and, if applicable, the Department of Revenue.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Mississippi compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
