Starting a Professional Corporation in Mississippi 2023: Ultimate Guide

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How to Start a Professional Corporation in Mississippi

Licensed professional? Level up your business with Mississippi professional corporation! Enjoy unique benefits like Mississippi LLC, such as limited liability, tax perks, and a polished image. Our step-by-step guide unravels the essentials for smooth compliance and the right fit. LLCBase has your back with expert guidance, so make an informed decision and triumph in Mississippi with your professional corporation today!

This guide will review the requirements for starting a professional corporation in Mississippi, explore the advantages and disadvantages of this business structure, and help you determine if it is the right fit for your business goals.

What is a Professional Corporation

A Professional Corporation (P.C.) is a unique type of corporation designed for licensed professionals, such as doctors, dentists, lawyers, architects, and accountants. Forming a P.C. allows licensed professionals to offer their services through a corporate structure, providing them with the benefits of a traditional corporation, such as limited liability protection and tax advantages. Forming a professional corporation in Mississippi is a popular choice due to the thriving professional landscape and business-friendly environment. When starting a professional corporation, choose a reliable formation service in Mississippi.

The primary purpose of Mississippi Professional Corporation is to protect its owners from personal liability for the corporation’s actions. The shareholders’ personal assets are protected if the professional corporation faces legal issues. Moreover, Mississippi professional corporations can offer certain tax benefits, such as deducting employee benefits and operating expenses. These advantages make forming a professional corporation an attractive option for many professionals in Mississippi.

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Who Can File Under Professional Corporation Laws

Under Mississippi Professional Corporation laws, only certain licensed professionals are eligible to form a professional corporation. The specific professions allowed to form a P.C. may vary slightly by state, but in Mississippi, the following professionals can typically form a professional corporation:

  • Physicians and Surgeons
  • Dentists
  • Chiropractors
  • Optometrists
  • Podiatrists
  • Certified Public Accountants
  • Architects
  • Engineers and Land Surveyors
  • Psychologists
  • Marriage and Family Therapists
  • Clinical Social Workers
  • Professional Clinical Counselors
  • Veterinarians
  • Attorneys
  • Speech-Language Pathologists
  • Pharmacists
  • Registered Nurses
  • Physical Therapists
  • Occupational Therapists
  • Acupuncturists

Each profession has its governing licensing board, which sets specific rules and regulations for forming and operating a professional corporation. It is essential to check with the relevant board and state laws to ensure that your profession is eligible to form a professional corporation and to understand the specific requirements associated with your profession.

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Structure of a Professional Corporation

  • Shareholders: Mississippi Professional Corporation’s shareholders must be licensed professionals in the same field as the corporation’s purpose. For example, if a professional corporation is formed to offer legal services, all shareholders must be licensed attorneys. This requirement ensures that the professional corporation’s management comprises qualified individuals with relevant expertise.
  • Directors: The directors of a professional corporation in Mississippi are responsible for overseeing the corporation’s operations and making high-level decisions. The directors must also be licensed professionals in the same field as the corporation’s purpose. The number of directors required depends on the specific licensing board’s regulations, but typically a minimum of one director is needed.
  • Officers: The officers of Mississippi Professional Corporation manage the professional corporation. Officers typically include a President, Secretary, and Treasurer. However, additional officers can be appointed as needed. While not all officers must be licensed professionals, the President must hold a valid license in the same field as the corporation’s purpose.

Starting a Professional Corporation in Mississippi: A Guide

Here is a detailed guide to starting a professional corporation in Mississippi that you should follow.

Step 1: Appointment of Registered Agent

The first step in forming a Professional Corporation is appointing Registered Agent in Mississippi. This individual or company will act on behalf of the corporation, receiving official notices and legal documents. The agent must have a physical address in Mississippi and be available during regular business hours.

We compiled the list of the best registered agent services in Mississippi to help you choose the one you can rely on.

Step 2: Choosing the Name of the Corporation

Selecting a name for your Mississippi Professional Corporation is crucial. The name must be unique and appropriate, including the words “professional corporation” or the abbreviation “P.C.” It must also comply with the rules and regulations of the governing licensing board and should not be confusingly similar to an existing corporation’s name.

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Step 3: Drafting of By-laws

By-laws are the internal rules and regulations governing the management and operations of the professional corporation. These should include provisions related to the appointment of directors, issuance of shares, and any restrictions imposed by the licensing board.

Step 4: Appointment of Board of Directors

The board of directors oversees the management and operations of the Mississippi Professional Corporation. Directors must be licensed professionals in the same field as the corporation’s purpose.

Step 5: Conduction of Board Meetings

Regular board meetings are essential for maintaining the proper functioning and compliance of the professional corporation. The by-laws should specify the frequency, notice requirements, and procedures for conducting these meetings.

Step 6: Issuance of Corporate Shares

Shares represent ownership in the corporation. The professional corporation must issue shares to its shareholders, who must be licensed professionals in the same field. Share issuance should comply with the by-laws and any restrictions imposed by the licensing board.

Step 7: Comply with State Requirements

Forming Mississippi Professional Corporation requires compliance with specific state requirements, such as obtaining necessary permits and licenses, paying fees, and adhering to rules and regulations the governing licensing board sets forth.

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Step 8: Filing of Statement of Information

Mississippi professional corporations must file an annual report with the Mississippi Secretary of State. This document includes essential information about the corporation, including its name, address, Registered Agent, and directors.

Step 9: Getting Tax Permits from the State

The professional corporation must obtain the necessary tax permits from the Mississippi State Tax Commission, such as an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).

Step 10: Opening of a Bank Account

Finally, open a separate bank account for the Mississippi Professional Corporation to maintain proper accounting and financial records.

Fees Associated with Professional Corporation in Mississippi

Here are some of the most common fees when starting a professional corporation in Mississippi.

  • State Laws and Regulations: To form a professional corporation in Mississippi, it is crucial to comply with the state laws and regulations governing professional corporations. The Mississippi Code Title 79 and the specific licensing board’s regulations for each profession outline the requirements and restrictions for professional corporation formation. Before starting the process, professionals should consult with their licensing board to ensure they meet the necessary qualifications.
  • Incorporation Process: Once the licensing requirements are met, the next step to form a professional corporation in Mississippi is to draft and file the Articles of Incorporation with the Mississippi Secretary of State. This document includes essential information about the corporation, such as its name, address, purpose, and number of authorized shares. Filing the Articles of Incorporation requires a filing fee currently $50 for most professions. However, it is essential to check with the Mississippi Secretary of State for the specific fee associated with your profession.
  • Naming Requirements: You must follow specific rules when choosing a name for a Professional Corporation in Mississippi. The name must include the words “Professional Corporation,” “P.C.,” or “Prof. Corp.” Additionally, the name cannot be misleading or too similar to an existing corporation’s name. Conducting a name search with the Mississippi Secretary of State is recommended to ensure the chosen name is available. This search is free, but reserving a name before filing the Articles of Incorporation requires a reservation fee of $25 online and $25 mail.
  • Articles of Incorporation: The Articles of Incorporation is a critical document for forming a professional corporation in Mississippi. It outlines the corporation’s essential information, such as the name, address, purpose, and number of authorized shares. The Articles must also include a statement that the corporation is a professional corporation and the specific profession it practices. Once completed, the Articles of Incorporation must be filed with the Mississippi Secretary of State, accompanied by the appropriate filing fee.
  • Additional Fees and Costs: In addition to the filing fees mentioned above, forming Professional Corporation in Mississippi may involve other costs, such as:
    • Annual Report: professional corporations must file an initial Statement of Information with the Mississippi Secretary of State every April 15th of filing the Articles of Incorporation. The filing fee for this form is $0.
    • Licensing and Permit Fees: Depending on the specific profession, the governing licensing board may require additional licensing and permit fees.
    • Registered Agent Fee: Hiring of Registered Agent service will likely involve an annual fee of $50 – $150, which can vary depending on the service provider.
    • Legal and Accounting Fees: Forming a professional corporation may involve consulting with attorneys and accountants, which can result in additional professional fees.

Advantages of a Professional Corporation

  • Limited Liability Protection: One of the main benefits of a professional corporation is its limited liability protection to its shareholders. This means the shareholders’ assets are protected from the corporation’s debts and liabilities.
  • Tax Benefits: Professional Corporations enjoy specific tax benefits, such as deductions for business expenses and the ability to retain earnings within the corporation.
  • Business Credibility: Operating as a professional corporation can enhance the credibility and reputation of the professional services, demonstrating a commitment to compliance and professionalism.
  • Continuity of Operations: A professional corporation has a perpetual existence, ensuring the continuity of operations even if the shareholders or directors change.

Disadvantages of a Professional Corporation

  • Complexity and Cost of Formation: Forming a professional corporation can be more complex and costly than other business structures, such as sole proprietorships or partnerships.
  • Ongoing Compliance Requirements: professional corporations must adhere to ongoing compliance requirements, including regular board meetings, filing annual reports, and maintaining proper records.
  • Limited Flexibility in Management: professional corporations may need more flexibility in management, as the board of directors must consist of licensed professionals in the same field.

Taxation of Professional Corporations

Here are the taxes that your professional corporation must pay in Mississippi:

Federal income tax

A professional corporation in Mississippi is subject to federal income tax on its net earnings. However, a P.C. can elect to be taxed as an S corporation, which allows the corporation’s income, deductions, and credits to pass through to the shareholders. This can result in significant tax savings by avoiding double taxation.

State taxes

Mississippi Professional Corporation is also subject to state taxes, such as the Mississippi franchise tax, which is based on the corporation’s annual net income. Additionally, depending on the nature of its operations, the professional corporation may be subject to other state and local taxes, such as payroll and sales taxes permit in Mississippi.

Tax deductions and exemptions

A professional corporation in Mississippi can take advantage of various tax deductions and exemptions, such as deductions for employee benefits, operating expenses, and depreciation. These deductions can help reduce the corporation’s taxable income, ultimately leading to tax savings for the P.C. and its shareholders.

Alternatives to Professional Corporations in Mississippi

If you decide that a professional corporation is not for you, then you might consider the following alternatives.

  • Sole Proprietorships: A simpler business structure is where an individual operates the business under their name without limited liability protection.
  • Partnerships: Two or more individuals join to operate a business, sharing profits, losses, and responsibilities.
  • Limited Liability Companies (LLCs): A hybrid business structure that combines the limited liability protection of a corporation with the tax benefits and flexibility of a partnership.
  • S-corporations: Starting an S Corp in Mississippi avoids double taxation by allowing income, losses, and deductions to pass through to the shareholders’ personal tax returns.

FAQs

What is a professional corporation?
A professional corporation is a business structure that is designed to provide liability protection for professionals, such as doctors, lawyers, and accountants.
How do I start a professional corporation in Mississippi?
To start a professional corporation in Mississippi, you’ll need to file articles of incorporation with the Mississippi Secretary of State’s office.
Can I form a professional corporation as a sole practitioner in Mississippi?
Yes, individuals can form a professional corporation for their sole practitioner business in Mississippi.
How many people are required to start a professional corporation in Mississippi?
There is no minimum requirement. Just one individual can start a professional corporation in Mississippi.
How much does it cost to start a professional corporation in Mississippi?
The fee to file articles of incorporation for a professional corporation in Mississippi is $50.
What are the requirements to form a professional corporation in Mississippi?
The requirements for forming a professional corporation in Mississippi includes the filing of articles of incorporation, registration with the appropriate professional board, obtaining a business license.
Can a professional corporation provide professional services outside of Mississippi?
Yes, a professional corporation can provide services outside of Mississippi, but it may need to obtain licenses or certificates in those states.
What professional services can be provided by a professional corporation in Mississippi?
Any profession that is regulated, licensed, or certified by a state or federal agency may be undertaken by a professional corporation in Mississippi.
Can a professional corporation in Mississippi be owned by non-professionals?
No, Only licensed professionals participate in the ownership or management of a professional corporation in Mississippi.
How long does it take to form a professional corporation in Mississippi?
It may take up to two weeks for the Mississippi Secretary of State’s office to process the articles of incorporation.
Do I need a lawyer to start a professional corporation in Mississippi?
It is not required that you hire a lawyer, but it is recommended that you hire a lawyer to ensure that you have set up your corporation in compliance with all state and federal laws.
Is it necessary to have a business address in Mississippi to register a professional corporation?
Yes, You will need to have a physical address in Mississippi to register a professional corporation
How often do I need to file an annual report for the professional corporation in Mississippi?
Annual reports will be filed every year on or before April 15th.
Can a professional corporation in Mississippi revoke or amend its articles of incorporation?
Yes, A professional corporation may be able to revoke or amend its articles of incorporation.
Is there a deadline to file the annual report in Mississippi?
Annual reports in Mississippi are due on or before April 15th.
Is a professional corporation considered a taxable entity in Mississippi?
Yes, a professional corporation is considered a taxable entity in Mississippi and must file a tax return.
Can a professional corporation in Mississippi appoint a registered agent?
Yes, a professional corporation is required to appoint a registered agent in Mississippi.
Do all professionals involved have to have a Mississippi license to register a professional corporation in Mississippi?
Yes, every professional must hold a Mississippi license while registering a corporation in Mississippi.
Can I Register a professional corporation under a single name – the name of a professional practitioner, in particular – in Mississippi?
Yes, You can name your professional corporation with an individual practitioner’s name in Mississippi.
What is the first process I should complete when trying to form a professional corporation in Mississippi?
You need to file articles of incorporation with the Mississippi Secretary of State’s office.
Can a foreign corporation form a professional corporation in Mississippi?
Yes, a foreign corporation can form a professional corporation in Mississippi after obtaining a certificate of authorization to transact business in Mississippi.
Can employees of a professional corporation in Mississippi participate in the company’s ownership?
Individuals participating in the ownership of a professional corporation in Mississippi must be licensed professionals, not employees.
Should all my documents for forming a professional corporation in Mississippi include the Notarization?
Articles of incorporation need to be checked with the Mississippi Secretary of State’s office to confirm whether notarization is required.
Can I change a Registered Agent when forming a professional corporation in Mississippi?
Yes, A professional corporation can replace a Registered Agent anytime.
How long might a Verification of Name Availability request take in Mississippi?
The Mississippi Secretary of State’s office may take 3-4 business days to verify the availability of the given business name.
What is a professional association?
Professional associations are similar to professional corporations, but the owners of professional association cannot claim protection against the actions of other owners.
Do professional corporations have to pass biennial reports process in Mississippi?
Professional firms, not amateur firms or businesses, would undergo a biennial registration process to ensure they are performing according to state and industry regulations in Mississippi.
Is there any aid available to help me start a professional corporation in Mississippi?
Business training and assistance can be accessed from the Small Business Administration’s Mississippi District Office to help a novice establish a corporation in Mississippi.
What qualifies as a professional corporation in Mississippi?
Professions that qualify for a professional corporation in Mississippi include doctors, dentists, chiropractors, optometrists, attorneys, public accountants, engineers, and more.
Can only one person form a professional corporation in Mississippi?
No, Mississippi law allows for one or more individuals to form a professional corporation.
Can a professional corporation operate in Mississippi with just one licensed professional?
No, in Mississippi, at least two licensed professionals must be involved in a professional corporation.
Do all shareholders in the professional corporation in Mississippi have to be licensed professionals?
Yes, all shareholders in a professional corporation in Mississippi must be licensed to engage in the profession for which the corporation was formed.
Can a professional corporation in Mississippi provide services in another state?
Yes, provided the state they wish to provide services in recognizes professional corporations and the licensed professionals within the corporation are licensed in that state.
Does a professional corporation in Mississippi have to register as a foreign corporation in other states?
Yes, a professional corporation in Mississippi will need to register as a foreign corporation in any state they wish to operate outside of Mississippi.
Is there a deadline for filing the Articles of Incorporation for a professional corporation in Mississippi?
No, there is no specific deadline for filing the Articles of Incorporation for a professional corporation in Mississippi, but it should be filed as soon as possible.
Are there any specific annual reports that professional corporations in Mississippi are required to file?
Yes, professional corporations in Mississippi are required to file an Annual Report with the Secretary of State each year.
Do professional corporations in Mississippi have to file taxes as a separate entity?
Yes, professional corporations in Mississippi are considered separate entities for tax purposes and must file taxes as such.
Can a professional corporation in Mississippi be taxed as an S-corporation?
Yes, it is possible for a professional corporation in Mississippi to file for S-corporation tax status.
Are there any federal or state licenses required for a professional corporation in Mississippi?
Licenses required for a professional corporation in Mississippi will depend on the specific profession and may be required at the federal or state level.
Can a professional corporation in Mississippi have a less restrictive selling agreement than standard corporations?
No, Mississippi law requires that professional corporations adhere to selling agreement restrictions outlined in state law.
Can the shareholders in a Mississippi professional corporation agree to choose arbitration instead of filing a lawsuit if needed?
Yes, shareholders in Mississippi professional corporations are allowed to agree to arbitration instead of bringing a lawsuit.
What happens to a Mississippi professional corporation if one of the licensed professionals leaves?
If a licensed professional leaves a Mississippi professional corporation, the corporation may be required to dissolve.
Does Mississippi have any regulations on how professional corporations can advertise?
Mississippi does have regulations on how professional corporations can advertise, which can vary depending on the specific profession.
Can a professional corporation in Mississippi become an LLC?
No, Mississippi law does not allow for professional corporations to become LLCs.
Can a professional corporation in Mississippi have non-voting shareholders?
Yes, professional corporations in Mississippi are allowed to have non-voting shareholders.
Do corporations and professional corporations have to file annual reports with the same information?
No, professional corporations have to file annual reports providing information specific to professional corporations.
Can a professional corporation in Mississippi permit outside investors?
No, Mississippi law does not permit a professional corporation to have outside investors.
Does Mississippi require a specific percentage of corporate stock be owned by licensed professionals?
No, Mississippi law does not establish such ownership percentage requirements.
Can shareholders in a Mississippi professional corporation be employees of the corporation?
Yes, it is possible for shareholders in a Mississippi professional corporation to also be employees of the corporation.
Do corporations and professional corporations have different legal obligations?
Yes, professional corporations have specific obligations outlined by state law that corporations do not.
Can a professional corporation in Mississippi offer different types of professional services?
No, professional corporations in Mississippi can only offer services in the specific profession for which they were formed.
Is it possible for a professional corporation in Mississippi to form an operating agreement?
Yes, professional corporations in Mississippi are authorized to create an operating agreement outlining their management structure and internal policies.
Can professional corporations in Mississippi also practice as individuals outside of the corporation?
Yes, licensed professionals who are shareholders in a professional corporation in Mississippi can also practice as individuals outside of the corporation.
Can a professional corporation in Mississippi practice in multiple professions?
No, a professional corporation in Mississippi can only practice a single profession.

Also Read

How to Save Money While Forming Mississippi Professional Corporation

First and foremost, one should consider the option of self-filing the necessary paperwork. Hiring an attorney or a business formation service can be costly, adding unnecessary expenses that can be avoided. By taking the time to research and understand the process, individuals can file the required forms themselves, saving a substantial amount of money in the process.

In addition to self-filing, a thorough understanding of tax regulations can significantly impact the financial burden during the formation of a professional corporation. By familiarizing yourself with tax laws and possible deductions, you can maximize tax savings for your corporation. Seeking the guidance of a qualified accountant throughout the process can ensure you are making the most financially sound decisions, allowing your corporation to successfully save money.

Another aspect to consider is the need for excess insurance coverage. While acquiring professional liability coverage is crucial in protecting the corporation against potential lawsuits or claims, it is important to carefully analyze the level of coverage required. Understanding the business’s needs will help avoid unnecessary premium costs. Conducting thorough research and comparing insurance providers can lead to substantial cost savings without compromising the corporation’s protection.

Furthermore, establishing a solid business plan that clearly defines the corporation’s goals, objectives, and strategies is essential not only for success but also to save money. A well-thought-out business plan helps prevent unforeseen expenses by identifying potential pitfalls and paving the way for growth. Having a clear vision can aid in making informed decisions, preventing unnecessary detours that can deplete the corporation’s resources.

Additionally, considering a shared workspace or cooperative resource-sharing arrangements can be very cost-effective for professional corporations. These arrangements allow professionals to share office space, equipment, administrative services, and other resources, greatly reducing the individual financial burden. By pooling resources and splitting costs effectively, professionals can save money and tackle the challenges of establishing their corporation more efficiently.

Lastly, network and collaborate with fellow professionals in the field. Building a support system within the industry not only provides guidance and insight but also presents potential money-saving opportunities. Sharing information on suppliers, service providers, and business best practices can help professional corporations strike cost-saving deals and negotiate favorable contracts.

To summarize, establishing a professional corporation in Mississippi is a complex process, but savings can be achieved by following various strategies. By self-filing, understanding taxation and insurance requirements, creating a sound business plan, considering shared resources, and networking within the industry, professionals can efficiently save money. Building a thriving professional corporation is not just about financial management, but also about making informed decisions that maximize both short-term cost savings and long-term profitability.

Conclusion

Mississippi Professional Corporation can offer several benefits for licensed professionals. However, it is essential to carefully consider the proper structure and compliance requirements before proceeding. Seeking professional guidance in forming a professional corporation can help ensure a smooth process and enable professionals to focus on providing their services. Visit LLCBase for more information about starting a professional corporation in Mississippi.

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