How to Start a Nonprofit in Mississippi

1. Name Your Organization

   Your organization’s name establishes its brand and is also important for incorporating with the state. The legal name of your nonprofit corporation may not conflict with any other organization registered in the state. Make sure the name is available and meets state requirements.

   Name Search:	Mississippi Secretary of State Name search
   Suffix:	Not required.  Mississippi Code §79-11-157

2. Recruit Incorporators and Initial Directors

   The incorporator is the person who signs the Articles of Incorporation for your nonprofit. You will need at least one, but can have more than one. Directors make up the governing body of your nonprofit corporation and are stakeholders in your organization’s purpose and success. You’ll want to identify three, unrelated individuals to meet IRS requirements. You will also want to be aware of any age or residency requirements.

   Mississippi director requirements:	Number: No minimum in most cases. Set by articles or bylaws. If the nonprofit will solicit contributions in the state then at least 3 directors are required. Qualifications: Individuals. No residency requirement. No membership requirement. Term: default is 1 year, 5 year maximum Quorum: majority Committee: minimum 2 directors
   Mississippi officer requirements:	Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation. Two or more offices may be held by the same individual.

3. Appoint a Registered Agent

   A registered agent is responsible for receiving legal notices on behalf of your organization. The appointed registered agent must be physically located in the state and maintain an office that is open during regular business hours. As a nationwide registered agent, our service is designed to receive your legal documents and provide secure access to those documents through your online account. Our local Mississippi registered agent office is located in Ridgeland, MS. We offer registered agent service independently or as part of our nonprofit formation packages.

4. Prepare and File Articles of Incorporation

   Your nonprofit’s articles of incorporation officially mark the creation of your organization. They document where and when the organization was formed and capture other information necessary to verify its existence. While requirements for language vary from state-to-state, there are some basic provisions that the IRS will look for when you apply for 501(c)(3) exemption. It is important to customize the articles for your organization and make sure you meet the state and IRS requirements. Meeting these requirements from the start will help avoid having to make amendments later or risk getting your 501(c)(3) application rejected. Some states will also require you to publish your articles of incorporation, so be mindful of any deadlines and publishing instructions.

   Agency:	Mississippi Secretary of State
   Filing Method:	Online only.
   Agency Fee:	$50
   Turnaround:	~2-3 business days
   Law:	Mississippi Code § 79-11-137

5. File Initial Report

   After filing articles of incorporation, you must file an initial report.

   Not required

   
   
   

6. Obtain an Employer Identification Number (EIN)

   This unique, nine-digit number is assigned by the IRS to identify your nonprofit. All types of nonprofits will apply for an EIN, not only those that hire employees. You will use your EIN to open a bank account, apply for 501(c)(3) status, and submit 990 returns to the IRS.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Instructions:	Applying for an EIN without a SSN/TIN: Online applications are not accepted if an individual does not have a SSN/TIN. Form SS-4 must be completed, signed, and faxed to the IRS, leaving the SSN/TIN field blank or adding the terminology "foreign" to that line item. To follow up on the application, call the IRS and ensure they received the application.  Depending on the agent you speak with, you may be able to obtain the EIN over the phone. The IRS may then fax the EIN documentation back to you.
   Filing Method:	Mail, phone, fax, or online.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

7. Store Nonprofit Records

   As you launch your nonprofit, you will receive a number of official documents. Organizing these documents in one place will save you headaches down the road. You will soon have numerous items to keep in your records including your EIN letter, bylaws, meeting minutes, 501(c)(3) determination letter, and more.

   
   
   

   A great way to maintain necessary documentation is Records Manager, our software for storing records securely, tracking directors and officers, and getting notified of meetings.

8. Establish Initial Governing Documents and Policies

   Your bylaws are the governing document for your nonprofit. They serve as your organization’s operating manual and should be consistent with your articles of incorporation and the law. When your Board of Directors meets for the first time, you’ll review and ratify the bylaws and they will be a roadmap for governance from there.

   At the same time, you’ll also want to create and adopt a conflict of interest policy. A conflict of interest is when someone in a key position in your nonprofit has competing interests and is making choices that could benefit themselves to the harm of the organization. Personal interests should be set aside and organizational interests prioritized. If a conflict of interest does arise, it should be disclosed immediately.

   Your application to the IRS for 501(c)(3) exemption will require that both the bylaws and the conflict of interest policy are approved and adopted. Once they’ve been adopted, safely store them in your Nonprofit Records Kit.

9. Hold Organizational Meeting of the Board of Directors

   The initial organizational meeting of your Board of Directors will be incredibly productive. At this meeting you will approve the bylaws, adopt the conflict of interest policy, elect directors, appoint officers, and approve resolutions such as opening the organization’s bank account. Important decisions are being made so be sure to record them in the meeting minutes.

10. Get Mississippi State Tax Identification Numbers/Accounts

    Register for state tax id(s) and accounts.

    Submit to:	Mississippi Department of Revenue http://www.dor.ms.gov/
    Form:	Mississippi Taxpayer Access Point (TAP) system
    Filing Method:	Online
    Fee:	$0
    Notes:	You need your Business ID from the Secretary of State and your EIN from the IRS before registering.

11. Apply for 501(c)

    Applying for 501(c) tax exemption can feel like the most daunting step in bringing your nonprofit dream into reality, but obtaining tax exemption comes with many benefits. You will be able to apply for grants and grow your fundraising success in addition to being exempt from IRS income tax. 501(c) is the chapter of the Internal Revenue Code that regulates nonprofit organizations. Like others, you may be most familiar with 501(c)(3) nonprofits, including charities and foundations. 501(c)(3) nonprofits apply using Form 1023 or Form 1023-EZ. Review the criteria for each application and make sure you meet the eligibility requirements set out by the IRS. Other types of nonprofits, including 501(c)(4)s and 501(c)(6)s, apply using Form 1024. After reviewing and approving your application, the IRS will return a Determination Letter officially recognizing your exemption.

    Completing the federal application for tax exemption is significantly easier with the assistance and support of a professional. Find someone with the expertise to ensure the correct application is being used and is completed accurately. A well-prepared application takes time, over 100 hours by IRS estimates, so put yourself on the path to success by finding a specialist to walk alongside you in the journey - from start to tax-exempt finish!

    Agency:	Internal Revenue Service (IRS)
    Form:	IRS Form 1023, IRS Form 1023-EZ, or IRS Form 1024
    Instructions:	IRS Instructions for Form 1023, IRS Instructions for Form 1023-EZ, or IRS Instructions for Form 1024.  Also see guidance IRS Pub 557: Tax-Exempt Status for Your Organization.
    Filing Method:	Mail
    Agency Fee:	$275 for organizations filing Form 1023-EZ and $600 for organizations filing Form 1023.
    Turnaround:	1023-EZ average: <1 month. 1023 average: 3-6 months.

    

12. Report Beneficial Ownership Information to FinCEN

    As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Nonprofits without 501(c) tax exemption formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Once 501(c) tax exemption is granted, the organization may claim an exemption from BOI reporting requirements via an update filing to FinCEN. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is updated.

13. Apply for State Tax Exemption(s)

    With your IRS Determination Letter in hand, make sure you familiarize yourself with your state’s requirements for recognizing your nonprofit’s tax-exempt status. This is an area where requirements vary state-by-state. Many states issue their own tax-exempt certificate that can be used for sales and use tax purposes, but it may require application and periodic renewal.

    To file to obtain exemption from state income tax:

    Agency:	Mississippi Department of Revenue
    Notes:	Certain nonprofit corporations qualify for tax-exempt status under Mississippi law. To apply for exemption from Corporate and Franchise taxes, submit your IRS determination letter to the Mississippi Department of Revenue.

    To file to obtain exemption from state sales tax:

    Notes:

    Mississippi nonprofit organizations are not exempt from state sales tax, with a few exceptions. Review the full of list of exemptions on the Department of Revenue website.

14. Register for Charitable Solicitation (Fundraising)

    This is another area where laws differ from state to state, but most states require any nonprofit soliciting donations to register to do so on an annual basis. This means registering in the state prior to soliciting any resident of that state. Registering in your home state is essential, but you may also need to register other states depending on the scope of your organization.

    Mississippi Charitable Organization Registration

    Agency:	Mississippi Secretary of State - Charities Division
    Law:	Mississippi Code § 79-11-501 - § 79-11-529
    Foreign Qualification is Prerequisite:	No
    Registered Agent (Special Agency) Required?	Yes

    Automatic Exemption

    More Details

    Exemption Eligible Organizations:	Bona fide duly constituted religious institutions and such separate groups or corporations which form an integral part of religious institutions, provided that: Such religious institutions, groups or corporations are tax exempt pursuant to the Internal Revenue Code; No part of their net income inures to the direct benefit of any individual; and Their conduct is primarily supported by government grants or contracts, funds solicited from their own membership, congregations and fees charged for services rendered.
    Law:	Miss. Code Ann. Section 79-11-501(a)(iii)
    Notes:	Religious organizations that meet the definition in Miss. Code Ann. Section 79-11-501(a)(iii) are excluded from registration requirements.

    One-Time Exemption Registration

    More Details

    Exemption Eligible Organizations:	All educational institutions that are recognized by the State Board of Education or that are accredited by a regional accrediting association or by an organization affiliated with the National Commission on Accrediting, any foundation having an established identity with any of the aforementioned educational institutions, any other educational institution which makes the solicitation of contributions solely by its student body, alumni, faculty and trustees and their families or a library established under the laws of this state Fraternal, patriotic, social, educational, alumni organizations and historical societies when solicitation of contributions is made solely by their membership; however, posts of the American Legion and posts of the Veterans of Foreign Wars of the United States may utilize nonmembers to assist designated supervisors in the conduct of bingo under the Charitable Bingo Law and qualify for this exemption. This exemption shall be extended to any subsidiary of a parent or superior organization if such solicitation is made solely by the membership of the subsidiary, parent or superior organization Persons requesting any contributions for the relief or benefit of any individual, specified by name at the time of the solicitation, if the contributions collected are turned over to the named beneficiary, first deducting reasonable expenses for costs of banquets or social gatherings, if any, provided all fund-raising functions are carried on by persons who are unpaid, directly or indirectly, for such services Any charitable organization which does not intend to solicit and receive and does not actually receive contributions in excess of $25,000 during any twelve-month period, provided all of its fund-raising functions are carried on by persons who are unpaid for such services Any charitable organization receiving an allocation from an incorporated community chest or united fund, provided such chest or fund is complying with the provisions of § 79-11-501 through § 79-11-529 relating to registration and filing of annual reports with the Secretary of State, and provided such organization does not actually receive, in addition to such allocation, contributions in excess of $25,000 during any twelve-month period and provided further, that all the fund-raising functions of such organization are carried on by persons who are unpaid for such services All volunteer fire departments or rescue units, rural or otherwise, chartered under the laws and statutes of the State of Mississippi as nonprofit corporations Any humane society organized under the laws of Mississippi which contracts with counties or municipalities for the care and keeping of estrays
    Filing Method:	Online
    Agency Fee:	$50 + $4 online filing fee.
    Law:	Miss. Code Ann. Section 79-11-505(1)
    Notes:	Notices of exemption do not expire, but charities must update their exemption within 30 days if any information changes.
    Required Attachments:	List of officers and directors Bylaws Articles or Incorporation (if applicable) IRS determination letter (if applicable)

    Initial Registration

    More Details

    Filing Method:	Online
    Agency Fee:	$50 + $3.14 online filing fee.
    Turnaround:	1 week
    Original Ink:	Not required
    Notarization Required?:	Not required
    Notes:	The CFO and president (or other authorized officer) must sign the application electronically. The state will return a Ceritificate of Registration upon approval. Some Mississippi counties and municipalities may require charities that solicit in-person to register prior to fundraising.
    Before you Apply:	Domestic Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. Appoint a registered agent to receive legal documents in Mississippi. If your charity meets the audit threshold, obtain an audited financial report to submit with your registration application. Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application. Foreign Applicants: Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement. Appoint a registered agent to receive legal documents in Mississippi. If your charity meets the audit threshold, obtain an audited financial report to submit with your registration application. Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application. If you will foreign qualify in Mississippi, obtain a certificate of good standing from your home state to submit during the foreign qualification process. The certificate cannot be more than 60 days old when filing foreign qualification documents.
    How to Apply:	Domestic Applicants: Create an online filing account and submit entity formation documents with the Mississippi Secretary of State. Create an online charity filing account and submit a charitable organization registration, along with all required attachments, to the Mississippi Secretary of State - Charities Division. Foreign Applicants: Determine whether or not your charity will need to foreign qualify based on your activity in Mississippi. If not required, skip to number 3. Create an online filing account and submit foreign qualification documents with the Mississippi Secretary of State. Create an online charity filing account and submit a charitable organization registration, along with all required attachments, to the Mississippi Secretary of State - Charities Division.
    Required Attachments:	IRS form 990 Audited financials (if applicable) Articles of incorporation Bylaws IRS determination letter List of officers and directors Professional fundraising contracts

    Registration Renewal

    More Details

    Filing Method:	Online
    Agency Fee:	$50 + $3.14 online filing fee.
    Due:	Annually by the 15th of the 5th month following a charity's fiscal year end. If your fiscal year ends on December 31, renewal is due by May 15. There is no official start to the renewal period, so renewals may be submitted as soon as financials become available for the most recently completed fiscal year.
    Due Date Extension:	Due dates can be extended for 180 days beyond the original due date by submitting a request for extension through the online portal. A copy of IRS form 8868 must be included when requesting an extension.
    Original Ink:	Not required
    Notarization Required?:	Not required
    Notes:	Organizations can renew a registration up to 6 months past its due date. After this point, they will receive a registration revocation notice from the Secretary of State giving them 30 days to submit the late renewal. Once the registration is revoked, an organization must undergo the reinstatement process. Note the list of attachments required including IRS Form 990. Larger organizations may need to attach an audited financial statement.
    Required Attachments:	IRS form 990 Audited financials (if applicable) List of officers and directors Professional fundraising contracts Only if amended: IRS determination letter, articles of incorporation, and bylaws

    Reinstatement

    More Details

    Instructions:	Organizations wishing to reinstate a revoked registration must call the Charities Division to get approved for reinstatement. Once approved, organizations file an online renewal for the most recent fiscal year and pay the required renewal fee. The application and fee will be forwarded to the legal team who drafts a consent agreement. The agreement will be sent back to the charity for completion.  Upon receiving the consent agreement, organizations should complete it and mail it back to the Division with the required reinstatement fee.
    Filing Method:	Mail and online
    Agency Fee:	$50 renewal fee + $3.14 online filing fee $1,000 reinstatement fee
    Penalties:	Charities suspected of violating Mississippi Code §79-11-501 - §79-11-527 are subject to investigation(s) by the Secretary of State and/or Attorney General. Upon application from either one of these agencies, the court can issue the following judgments:  administrative penalties of up to $25,000/violation restraining orders injunctions  enjoinment appointments of receivers/conservators of funds restitution The Secretary of State, in addition to other remedies authorized by the law, may issue one or more of the following remedies: denial, suspension, or revocation of the organization's registration cease and desist orders administrative penalties of up to $25,000/violation citations to an organizations director(s)/officer(s)/member(s) administrative dissolution of domestic corporations revocation of foreign corporations Certificate of Authorization to do business in the State of Mississippi A conviction of knowingly violating this Act is a misdemeanor charge and is punishable by a fine of up to $2,000 and/or imprisonment of up to 1 year in county jail. In connection with any solicitation, any attempt to defraud or obtain money or property using false pretenses is a felony conviction and is punishable by a fine of up to $25,000 and/or imprisonment of up to 5 years.
    Notes:	Organizations can renew a registration up to 6 months past its due date. After this point, they will receive a registration revocation notice from the Secretary of State which gives them 30 days to submit the late renewal. Once the registration is revoked, an organization must undergo the reinstatement process.
    Required Attachments:	Most recent IRS form 990 Most recent Audited Financials (if applicable) List of officers and directors Professional Fundraising Contractors Only if amended: IRS determination letter, articles of incorporation, and bylaws

    Change of Fiscal Year

    More Details

    Agency Fee:	$0
    Turnaround:	1-2 business days
    Notes:	Fiscal year can be changed during the standard renewal process.

    Cancelation

    More Details

    Filing Method:	Online
    Agency Fee:	$0
    Notes:	To close out your registration, file a final report and attach the necessary documents.
    Required Attachments:	IRS form 990 Audited financials (if applicable) A statement signed by an officer of the charitable organization certifying that the organization has ceased charitable solicitations within the state

    To fundraise nationally or online, please see our Fundraising Compliance Guide. Our services manage your initial, renewal, and exemption filings in every state.

15. Obtain Other Business Licenses & Permits

    Running your nonprofit corporation legally also means securing all applicable licenses and permits. The range of local, state, and federal requirements is wide. Access resources like the Small Business Administration Business License & Permit look-up tool and search by your business type and locality.

    Nonprofits who wish to conduct bingo, raffles, and other charitable games must obtain a license.

    Submit to:	Mississippi Gaming Commission http://www.msgamingcommission.com/
    Form:	Application for License to Conduct Charitable Bingo
    Filing Method:	Mail
    Fee:	$50
    Law:	Mississippi Charitable Gaming Laws and Regulations
    Notes:	The “bingo” license applies to all charitable games.

Frequently Asked Questions

You’ve made it! You turned your passion into a legitimate nonprofit corporation exempt under IRS 501(c) and are benefiting your community. That solid foundation on which you built your organization requires ongoing maintenance. Investing in maintaining compliance with all of the government agencies is an ongoing responsibility and commitment needed to ensure your vision continues long into the future. Check out our compliance guide to learn more!

Once you have registered your nonprofit per the steps listed above, you will need to maintain compliance with all of the government agencies. Staying current with the IRS and state requirements is an ongoing responsibility. Continue reading our Mississippi nonprofit compliance guide to learn more!

Continue reading "Mississippi Nonprofit Compliance"

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