Starting a nonprofit in Mississippi means navigating multiple separate legal processes. The first is state incorporation, which creates your organization as a recognized legal entity under Mississippi law. The second process is applying for federal 501(c)(3) status, which is an IRS designation that exempts your organization from federal income tax and makes donations tax-deductible. Most grant programs require both before releasing funds, so misordering either step can stall your mission before it starts.
This guide walks you through how to start a nonprofit in Mississippi, including board requirements, IRS specifications, and Mississippi's charitable solicitation registration rules.
Nonprofit corporation vs. 501(c)(3): What is the difference?
A nonprofit corporation is a legal business entity formed under state law by filing articles of incorporation with the Mississippi Secretary of State. A 501(c)(3) is a separate federal tax-exempt status granted by the IRS. You can incorporate as a nonprofit without ever receiving 501(c)(3) status, but most grant-makers require both, and only 501(c)(3) status makes donations tax-deductible.
How to start a nonprofit in Mississippi: Step-by-step
The Mississippi Secretary of State publishes a guide to nonprofit requirements. Below, we’ll expand on that guide and cover a few topics they skip.
Step 1: Choose a name for your Mississippi nonprofit
Your organization's name must be distinguishable from every other business entity on file with the Mississippi Secretary of State, including reserved names. Your name must also include a corporate designator such as "Incorporated," "Corporation," "Corp.," or "Inc."
Run a name search through the Mississippi Secretary of State's online business search portal or with LegalZoom’s name check tool below before you file anything. If you're not ready to file immediately, Mississippi allows you to reserve a name for 180 days for $25 while you prepare your documents. For a deeper dive, read our comprehensive guide to Mississippi business names.
Free Mississippi Business Name Check
Starting a business? Use our free name check tool to see if your business name is available according to Mississippi state records.
By clicking "Check Availability," I agree to LegalZoom's Terms of Use. This search is a preliminary check of state databases and does not include variations or trademarks. Results do not guarantee name availability or compliance with legal requirements.
Step 2: Appoint incorporators, directors, and a registered agent
You must appoint individuals or entities to the following roles within your nonprofit organization.
- Incorporators: One or more individuals or entities who sign and submit the articles of incorporation. Their role ends once the articles are filed.
- Directors: The governing board. Mississippi law requires a minimum of three directors on the initial board. Directors set policy, oversee finances, and are responsible for the organization's mission.
- Officers: Mississippi nonprofits typically designate at minimum a president, secretary, and treasurer, usually elected at the organizational meeting. In a small organization, the same individuals can serve as both directors and officers, with some limitations.
- Registered agent: Every Mississippi nonprofit must have a registered agent, which is the official point of contact for legal and official notices from the state. The registered agent must have a physical Mississippi street address, meaning a P.O. box does not qualify. A director can serve as registered agent, or you can use a professional service.
Tip: If privacy is a concern, use professional registered agent service to keep your personal address off public filings and ensure you never miss a time-sensitive legal notice.
Step 3: File articles of incorporation with the Mississippi Secretary of State
This filing legally creates your nonprofit corporation. You file online through the Mississippi Secretary of State's Business Services Division portal. The current filing fee is $50, but verify before filing, as fees can change
Please note that the Mississippi Secretary of State's template does not meet IRS requirements for 501(c)(3) status. If you use it without modification, the IRS will likely reject your application. To satisfy both Mississippi law and IRS requirements, your articles must include all of the following:
- Organization name and principal office address.
- Statement of nonprofit purpose. Your statement must align with IRS-recognized exempt purposes under Internal Revenue Code Section 501(c)(3), such as charitable, educational, religious, or scientific activity.
- Registered agent name and address.
- Names and addresses of initial directors. Your nonprofit needs to have, at minimum, three individuals listed as directors, pursuant to state law.
- Dissolution clause. This clause specifies that upon dissolution, remaining assets transfer to another 501(c)(3) organization or a government entity, never to private individuals. It is required for the IRS to grant your tax-exempt status.
- Private inurement prohibition. This provision confirms that no earnings benefit private individuals or shareholders.
- Statement limiting lobbying and political activity. This statement declares that the organization will not engage in substantial legislative lobbying or any political campaign activity,
The dissolution clause and the purpose clause are the two provisions commonly missing from filings that rely on a state template, and their absence is a reason 501(c)(3) applications get rejected.
Step 4: Hold your organizational meeting and adopt bylaws
After your articles are approved, the initial board must hold its organizational meeting. At this meeting, the board should adopt bylaws, elect officers, authorize the employer identification number (EIN) application and approve opening a bank account.
Bylaws are not filed with the Mississippi Secretary of State, but they are not optional. The IRS requires you to submit them with your 501(c)(3) application.
Your bylaws should cover the following points:
- Purpose and mission. Be consistent with the language in the articles of incorporation.
- Board composition. Determine how many directors there will be and how they are appointed.
- Officer roles and responsibilities. President, secretary, and treasurer are common officers, but a secretary who records meeting minutes is required.
- Meeting procedures. Confirm the frequency, quorum requirements, and how meetings can be called.
- Notice requirements. Include the advance notice required to set a meeting.
- Voting procedures. Establish vote thresholds for major decisions.
- Conflict of interest policy. This policy should require directors and officers to disclose personal financial interests that could conflict with the organization's interests.
- Amendment procedures. Detail what steps need to be taken to amend your nonprofit bylaws.
- Dissolution procedures. These must be consistent with the dissolution clause in your articles. The federal government requires a dissolution clause, which states that if the organization dissolves, remaining assets go to another 501(c)(3) or to a government entity for a public purpose.
Make sure to retain the signed bylaws and minutes from your organizational meeting in your corporate records book. You'll need both for your 501(c)(3) application.
Step 5: Obtain an EIN from the IRS
An EIN is a federal tax identification number assigned by the IRS. You need one before you can open a bank account, hire employees, or submit your 501(c)(3) application.
You can apply for free online using the IRS website, or use an EIN service like LegalZoom if you want this task taken off your plate.
Step 6: Apply for federal 501(c)(3) status
Federal 501(c)(3) status requires a separate IRS application after you've incorporated and obtained your EIN. The IRS offers two forms, and choosing the wrong one can add months to your timeline.
| Form 1023-EZ | Form 1023 | |
|---|---|---|
| Who qualifies | Organizations projecting annual gross receipts ≤ $50,000 for the first 3 years AND total assets ≤ $250,000 | All other organizations; also recommended for complex structures |
| Filing method | Online only at Pay.gov | Online at Pay.gov |
| IRS user fee | $275 | $600 |
| Processing time | Typically 2–4 weeks | Typically 3–6+ months |
If your organization qualifies for Form 1023-EZ, you will hear back sooner. Though, if your mission involves unusual program activities or a governance structure that might raise questions, filing the full Form 1023 gives the IRS more context upfront and can reduce follow-up requests. If you’re not sure, read through the Form 1023 eligibility checklist.
Once approved, the IRS issues a determination letter confirming your 501(c)(3) status. Keep this letter permanently. You'll need it to open certain bank accounts, apply for grants, accept tax-deductible donations, and apply for Mississippi state tax exemption.
Step 7: Apply for Mississippi state tax exemption
All Mississippi corporations must register for taxes through the Mississippi State Tax Commission (MTSC). Federal 501(c)(3) status does not automatically exempt your organization from Mississippi state income tax, but you may be exempt from certain taxes. The MSTC publishes a list of the most common business types that are exempt from sales tax, but this list may not be complete. The MS Secretary of State recommends consulting a tax professional or contacting the MSTC to ask which taxes you may be exempt from. The Department of Revenue business tax department phone number is (601) 923-7700.
Step 8: Register for charitable solicitation before fundraising
Before your organization asks anyone for a donation—whether it be online, by mail, by phone, or in person—you must register with the Mississippi Secretary of State's Charities Division. This is a legal requirement, not a formality you can handle after your first fundraiser.
Every charitable organization that solicits or intends to solicit contributions must file a registration statement and pay a $50 filing fee before any solicitation occurs. "Soliciting" includes online donation pages, email campaigns, social media appeals, and crowdfunding.
Organizations that raise less than $25,000 annually and do not employ professional fundraisers may qualify for an exemption, as may certain religious organizations and accredited educational institutions. Exempt organizations file a notice of exemption through the online system, which remains valid indefinitely upon confirmation. If you're unsure whether your organization qualifies, the safer path is to register.
Do not wait until your first fundraiser to register. Mississippi law requires registration before you solicit. Soliciting without a valid certificate of registration can result in civil penalties and an order to stop fundraising.
Registration must be renewed annually by the 15th day of the fifth month following the close of your fiscal year, which is May 15 for calendar-year organizations. The renewal fee is $50.
What are the fees and timelines for starting a nonprofit?
| Filing | Agency | Fee | Processing time |
|---|---|---|---|
| Articles of incorporation | Mississippi Secretary of State | $50 | 5–10 business days |
| Form 1023-EZ | IRS | $275 | 2–4 weeks |
| Form 1023 (full) | IRS | $600 | 3–6+ months |
| Charitable solicitation registration | Mississippi Secretary of State | $50 | Varies |
Mississippi nonprofit ongoing compliance
Once your Mississippi nonprofit is up and running, several recurring obligations are necessary to keep it in good standing with the state and the IRS.
Annual report
Mississippi nonprofit corporations must file an annual report with the Mississippi Secretary of State each year.
The report is due by May 15 and can be filed any time on or after January 1. All filings must be done online. The fee is $25, and the report collects basic organizational information, such as principal office address, registered agent details, and current officers and directors.
Missing the annual report deadline can result in administrative dissolution of your nonprofit, which would also put your 501(c)(3) status at risk, since the IRS requires that you remain a valid state-law entity.
IRS Form 990
Every 501(c)(3) organization must file an annual information return with the IRS. Form 990 is public record, meaning donors, grant-makers, and watchdog organizations can look up your filing at any time. The specific form depends on your organization's size:
- Form 990-N (e-Postcard): For organizations with annual gross receipts normally $50,000 or less
- Form 990-EZ: For organizations with gross receipts more than $50,000 but less than $200,000, and total assets less than $500,000
- Form 990 (full): Required for organizations with annual gross receipts of $200,000 or more, or total assets of $500,000 or more
All returns are due by the 15th day of the 5th month after the end of the organization's fiscal year, which is May 15 for a December 31 fiscal year end. A six-month extension is available by filing Form 8868 before the due date.
An organization that fails to file for three consecutive tax years automatically loses its tax-exempt status. Reinstatement requires a new IRS application and a new user fee.
Charitable solicitation registration renewal
Organizations that solicit charitable contributions must renew their registration by the 15th day of the fifth month after their fiscal year ends, which is May 15 for calendar-year organizations. The renewal fee is $50.
Renewal requires inclusion of a copy of your IRS Form 990, so complete your version of the form on time to make the renewal process straightforward.
Start your Mississippi nonprofit with LegalZoom
Getting your Mississippi nonprofit off the ground means managing filings across agencies, drafting governing documents that satisfy both state law and IRS requirements, and tracking compliance deadlines that begin the moment your organization is formed.
LegalZoom offers professional formation assistance that can take the paperwork off your plate, from drafting articles of incorporation that include the IRS-required purpose and dissolution clauses to maintaining a registered agent address and preparing your organizational documents for the 501(c)(3) application. Fewer gaps in your documents means less risk of IRS delays.
Mississippi nonprofit FAQs
What is the 80/20 rule for nonprofits?
The 80/20 rule is an informal benchmark, not a legal requirement, suggesting nonprofits spend at least 80% of revenue on program activities and no more than 20% on administrative and fundraising costs. Grant-makers and watchdog organizations use this ratio when evaluating organizational efficiency, but no federal or Mississippi law mandates it.
Does FMLA apply to nonprofits in Mississippi?
The federal Family and Medical Leave Act applies to nonprofits that employ 50 or more employees for at least 20 workweeks in the current or preceding calendar year. Nonprofits below that threshold are generally not covered, though other federal and Mississippi employment laws may still apply.
Is it better to have an LLC or a nonprofit?
If you are one of the IRS-exempt business types, a nonprofit is probably the better idea. A Mississippi LLC cannot obtain 501(c)(3) status, cannot offer donors a tax deduction, and cannot apply for most grants. If your goal is tax-exempt status and grant eligibility, an LLC is not a viable alternative.
Can a Mississippi nonprofit apply for grants before receiving 501(c)(3) status?
Most private foundations and government grant programs require 501(c)(3) status before awarding funds, but one exception is fiscal sponsorship. This is where a pre-501(c)(3) organization can receive grant funding channeled through an established 501(c)(3) sponsor, which acts as the legal recipient on the new organization's behalf. Some grants specifically target nonprofit startups, but you will need to do some digging to find them.
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