How to Start a Nonprofit in Mississippi: Filings and 501(c)(3)

To start a nonprofit in Mississippi, you file articles of incorporation with the Secretary of State for a $50 fee, obtain a federal Employer Identification Number, apply to the IRS for 501(c)(3) tax-exempt status, register with the Secretary of State before soliciting donations, and keep up with annual state and federal filings. The formation itself is governed by the Mississippi Nonprofit Corporation Act, and the full setup usually takes a few months, mostly because of IRS processing time.

Pick a Name and Registered Agent

Your corporate name must be distinguishable from every other entity on file with the Secretary of State.1Justia Law. Mississippi Code 79-11-157 – Corporate Name Search the Secretary of State’s online business database before you commit to one. Mississippi does not require a nonprofit to use words like “Corporation” or “Incorporated” in its name.

You also need a registered agent with a physical street address in Mississippi to accept legal papers and official notices.2Justia Law. Mississippi Code 79-11-137 – Contents of Articles of Incorporation A board member, officer, or the organization itself can serve, or you can hire a commercial service, which typically runs $100 to $300 a year.

File the Articles of Incorporation

Articles of incorporation are filed through the Secretary of State’s online portal.3Michael Watson Secretary of State – Mississippi. Non-Profits You create a user account, then either complete the digital form or upload a PDF if you need to include longer IRS-required language than the standard fields allow. The filing fee is $50, paid by credit card or electronic check.4Justia Law. Mississippi Code 79-11-109 – Filing Fees Online filings that need staff review are typically returned within 24 hours, and some are approved within minutes.5Michael Watson Secretary of State – Mississippi. FAQs

Mississippi law requires the articles to contain:

Add the IRS Clauses Now, Not Later

If you plan to apply for 501(c)(3) status, and most charitable, educational, and religious nonprofits do, your articles need two extra clauses. A purpose clause limiting the organization’s activities to purposes described in Section 501(c)(3) of the Internal Revenue Code, and a dissolution clause stating that any remaining assets at wind-up will go to another tax-exempt organization or a government entity for a public purpose.6Internal Revenue Service. Charity – Required Provisions for Organizing Documents Include language prohibiting distribution of net earnings to private individuals and barring substantial lobbying or political campaign activity.7Internal Revenue Service. Suggested Language for Corporations and Associations (Per Publication 557) Putting these in from the start avoids amending the articles later, with the extra fees and delays that would cause.

Appoint a Board and Adopt Bylaws

Every Mississippi nonprofit must have a board of directors.8Justia Law. Mississippi Code 79-11-231 – Board of Directors A charitable organization that solicits or plans to solicit contributions and was incorporated on or after January 1, 2012, must have at least three directors.9Justia Law. Mississippi Code 79-11-235 – Number of Directors For other nonprofits, the number is set in the articles or bylaws. Lining up your initial directors before filing keeps the process moving.

After incorporation, the board holds an organizational meeting to adopt bylaws, elect officers, and handle other founding business. Bylaws are not filed with the state, but the IRS and funders will ask about them. Good bylaws cover how meetings are called and conducted, notice requirements, what counts as a quorum, how officers are elected and removed, and the fiscal year.

A conflict of interest policy is strongly recommended. It gives directors and officers a process to disclose financial interests in transactions and recuse themselves from related decisions. The IRS asks about this policy on Form 1023, and not having one raises questions about how the board safeguards charitable assets. Minutes of the first organizational meeting should document everything adopted and elected, and you’ll be asked for them when opening a bank account, applying for grants, or facing an audit.

Mississippi law separately requires every nonprofit to maintain permanent records of all member and board meetings, actions taken without a meeting, and committee actions, along with appropriate accounting records and a list of members if the organization has them.10Justia Law. Mississippi Code 79-11-283 – Recordkeeping Requirements

Get an EIN and Apply for 501(c)(3) Status

Before applying for tax exemption, get a federal Employer Identification Number, which serves as the nonprofit’s tax ID. The IRS issues EINs for free, and the online application returns the number immediately.11Internal Revenue Service. Get an Employer Identification Number You’ll need it for the exemption application, bank accounts, and any tax filings.

Most nonprofits apply for 501(c)(3) status on Form 1023, with a $600 user fee. Smaller organizations may qualify for the streamlined Form 1023-EZ, which costs $275.12Internal Revenue Service. Form 1023 and 1023-EZ – Amount of User Fee To use the EZ version, you must project annual gross receipts of $50,000 or less for each of the next three years and have total assets of $250,000 or less.13Internal Revenue Service. Instructions for Form 1023-EZ Both are filed through the IRS Pay.gov portal. Approval of the full Form 1023 can take several months, so don’t schedule major fundraising around a quick turnaround.

When the IRS approves the application, it sends a determination letter confirming your 501(c)(3) status. Keep it. You’ll need it for state tax exemptions, charitable solicitation registration, and proof of exempt status for donors and grantmakers.

Handle Mississippi Tax Exemptions Separately

Federal tax exemption does not carry over to Mississippi state taxes. Each tax has its own process.

For state income tax, register with the Mississippi Department of Revenue. Certain nonprofit corporations qualify for exemption under state law, but you’ll need to contact the Department of Revenue or a tax advisor to confirm eligibility and complete the filings, usually submitting your IRS determination letter and formation documents.14Michael Watson Secretary of State – Mississippi. Non-Profit Requirements

Having 501(c)(3) status does not grant automatic sales tax exemption in Mississippi. Unless your organization falls under a specific exemption in state law, it remains subject to sales and use tax on purchases. Mississippi does not issue sales tax exemption certificates; qualifying organizations can request a letter from the Department of Revenue to present to vendors.15Mississippi Department of Revenue. Business Tax Frequently Asked Questions

Property tax exemption depends on both the type of organization and how the property is actually used. Religious and charitable organizations, hospitals operated by them, fraternal organizations, and certain housing for the elderly or disabled may qualify, but any portion of otherwise exempt property that is rented out or produces revenue unrelated to the exempt purpose is generally taxable.16Justia Law. Mississippi Code 27-31-1 – Exempt Property

Register Before You Fundraise

If your nonprofit will solicit donations from the public in Mississippi, register with the Secretary of State’s Securities and Charities Division before any solicitation begins. The initial registration fee is $50.17Justia Law. Mississippi Code 79-11-503 – Registration Statement Renewal is due annually by the 15th day of the fifth month after the close of your fiscal year, also for $50.

Not every nonprofit has to register. Religious organizations and their affiliates are exempt when solicitations are conducted solely by their membership, and so are charitable organizations that receive $25,000 or less in contributions during any 12-month period ending June 30, provided all fundraising is done by unpaid volunteers.18Justia Law. Mississippi Code 79-11-505 – Exemption From Provisions If you later cross those thresholds, registration becomes required.

Stay Compliant Each Year

Every Mississippi nonprofit corporation must file an annual report with the Secretary of State. Reports can be filed any time on or after January 1 and are due by May 15 each year. Filing is online only.19Michael Watson Secretary of State – Mississippi. Annual Reports The fee is $25.20Michael Watson Secretary of State – Mississippi. Business Documents Filing Fees

Miss the annual report and the state can administratively dissolve your corporation. You can apply for reinstatement, but the application must include a certificate from the Department of Revenue showing that all taxes owed by the organization have been paid.21Justia Law. Mississippi Code 79-11-351 – Reinstatement After Administrative Dissolution Reinstatement relates back to the date of dissolution, so the corporation is treated as never dissolved, but the paperwork is best avoided by filing on time.

Federal annual returns depend on size. Organizations with annual gross receipts normally $50,000 or less file Form 990-N, the e-Postcard.22Internal Revenue Service. Annual Electronic Filing Requirement for Small Exempt Organizations – Form 990-N (e-Postcard) Organizations under $200,000 in gross receipts and under $500,000 in total assets file Form 990-EZ. Larger organizations file the full Form 990.23Internal Revenue Service. Instructions for Form 990-EZ

Missing the federal annual return for three consecutive years triggers automatic revocation of 501(c)(3) status. Once revoked, the organization loses tax exemption, donors can no longer deduct contributions, and the organization must file corporate income tax returns until exemption is restored.24Internal Revenue Service. Automatic Revocation of Exemption Reinstatement means a new exemption application and another user fee, which makes staying current on the 990 series one of the most important ongoing jobs for any Mississippi nonprofit.