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Tallahassee, FL 32301
Phone: (850) 681-6528
Toll Free: (800) 822-5436
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Secretary of State
Name Availability
Status Search
Forms
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| Fax File: |
UCC: No
Corporate: Yes |
| E File: |
UCC: Yes (with account)
Corporate: Yes (annual reports only) |
| Expedited Services: |
UCC: No (if not e-filed, standard turn around time is 48 hours)
Corporate: No |
| Name Reservations: |
Yes (180 days) |
| Preclearance: |
No |
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| Apostilles and Authentications (Mississippi) |
| Conformed Signatures (Mississippi) |
| Contact Information for Mississippi Secretary of State |
| Domestic Corporate Dissolution Summary (Mississippi) |
| Domestic Corporation Summary (Mississippi) |
| Foreign Qualification Summary (Mississippi) |
| LLC - Formation Summary (Mississippi) |
| UCC Filings (Mississippi) |
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Apostilles and Authentications (Mississippi)
The Mississippi Secretary of State provides Apostilles and Authentication's for documents being sent to foreign countries. The documents must be original and be notarized by a Mississippi Notary Public actively commissioned or bear the signature of a Mississippi Public official.
Fee: The cost is $2.00 per document.
About Authentication and Apostilles
Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.
If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.
In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.
If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the MS SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.
Posted by: dannunciata
Updated: July 09, 2008
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Conformed Signatures (Mississippi)
"Conformed signatures" and "electronic signatures" are, by various statutes, acceptable for business entity filings by business corporations, non-profit corporations, limited liability companies, limited partnerships, and limited liability partnerships.
Conformed signatures contain "/s/" followed by the name of the person signing. An executed copy of the document should be kept on file.
Posted by: jwhite
Updated: August 26, 2005
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Contact Information for Mississippi Secretary of State
Physical Location:
700 North Street
Jackson, Mississippi 39202
Mailing Address:
P. O. Box 136
Jackson, MS 39205-0136
Phone: 601-359-1350
Fax: 601-359-1499
Posted by: dannunciata
Updated: September 19, 2008
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Domestic Corporate Dissolution Summary (Mississippi)
Pursuant to Miss. Code Ann. § 79-4-14, to successfully dissolve a Mississippi corporation Articles of Dissolution are filed with the Mississippi Secretary of State (MS SOS).
As of December 31, 2014, all filings must be done online.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.
After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent; or Resolution of directors and unanimous written consent of all shareholders entitled to vote.
Tax Clearance: The corporation must request a tax clearance from the Mississippi State Tax Commission.
Filing Fee: $25.00
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation
Posted by: jwhite
Updated: January 09, 2015
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Domestic Corporation Summary (Mississippi)
Pursuant to Mississippi Business Corporation Act (Miss. Code Ann. § 79-4-1.01 et seq.), a corporation incorporating in Mississippi files Articles of Incorporation with the Mississippi Secretary of State (MS SOS).
As of January 2015, all filings must be done online.
Corporate Name: The corporate name must contain the word "incorporated" "company" "limited" "corporation" or abbreviations thereof.
Maximum Stock for Minimum Filing Fee: None.
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: No specific business purpose is required.
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Mississippi.
Filing Fee: $50.00
Following Incorporation: Within 60 days of the date of incorporation a Registration Application (official form) must be filed with the State Tax Commission. There is no fee.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: dannunciata
Updated: January 09, 2015
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Foreign Qualification Summary (Mississippi)
Pursuant to the Mississippi Business Corporation Act (Miss. Code Ann. § 79-4-15 et seq.), a foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it files an Application for Certificate of Authority with the Mississippi Secretary of State (MS SOS).
As of January 2015, all filings must be done online.
Name of Corporation: Name must contain "incorporated" "company" "limited" "corporation" or abbreviations thereof.
Name Conflict: If the foreign corporation's name is not available, it may adopt an assumed name to be used in MS that is available in MS and file a copy of the directors resolution together with the application for certificate of authority.
Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 30 days earlier, must be attached to the Application for Certificate of Authority.
Officers and Directors: A list of officers and directors with addresses is required.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: January 09, 2015
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LLC - Formation Summary (Mississippi)
Pursuant to the Mississippi Limited Liability Company Act (Miss. Code Ann. § 79-29-101 et seq.), a limited liability company forming in Mississippi files Certificate of Formation with the Mississippi Secretary of State (MS SOS).
As of January 2015, all filings must be done online.
Information Required:
Name of LLC
Registered Agent name and address
Specific date of dissolution, if any
Is the company managed by managers or members
Optional matters that may be included
Must be signed by a manager, member or organizer; name and address
LLC Name: The LLC name must contain "limited liability company" or "LLC".
No. of Members: The LLC may have 1 member.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: dannunciata
Updated: January 09, 2015
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UCC Filings (Mississippi)
UCC financing statements are filed with the Mississippi Secretary of State (MS SOS). Fixture filings are filed in the country where the mortgage is recorded.
Filings: Filings can be done online .
UCC Forms and Filing Fees
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 09, 2008
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