Charitable organizations play a vital role in fostering social well-being and addressing critical issues. These entities operate with the primary goal of serving public interests, whether through alleviating poverty, advancing education, supporting healthcare, protecting the environment, or any countless other means.
In Mississippi, one of the most common methods for creating a charitable organization is to form a nonprofit corporation with the office of the Mississippi Secretary of State. Once a nonprofit corporation has been properly established, there are several annual filings that might need to be made on behalf of the entity. House Bill 1344, signed last year by Governor Tate Reeves, created Miss. Code Ann. Section 79-11-407, which requires nonprofit corporations to file an annual report with the Secretary of State Business Services Division before May 15 of each year.[1] The deadline for the first year is May 15, 2025. Should a nonprofit corporation fail to make this new required filing, they could face administrative dissolution or lose their nonprofit status.[2]
Historically, only for-profit entities have been required to file an annual report with the Business Services Division of the Mississippi Secretary of State. Mississippi nonprofit corporations have traditionally only had to file an annual charitable solicitation renewal with the Charities Division of the Mississippi Secretary of State if the entity solicits or intends to solicit contributions.[3] Miss. Code Ann. Section 79-11-505 provides certain exceptions to the requirement to file an annual charitable solicitation renewal. However, Miss. Code Ann. Section 79-11-407 requires all nonprofit corporations registered with the Mississippi Secretary of State to now file an annual report with the Secretary of State Business Services Division before May 15 of each year. This includes any out of state nonprofit corporations that are registered to do business with the Mississippi Secretary of State. Any nonprofit corporation registered to solicit contributions with the Charities Division of the Mississippi Secretary of State needs to file both the annual report with the Business Services Division and the annual charitable solicitation renewal with the Charities Division.[4]
The annual report can only be filed online.[5] Unlike the annual report for certain for-profit entities, the annual report for nonprofit corporations will not have a filing fee.[6] Miss. Code Ann. Section 79-11-407(2) states that the annual report will require the following information for the entity:
- The name of the nonprofit corporation and the state or country or other foreign jurisdiction under whose law it is organized.
- The name, email address, and street or physical address of its registered agent in Mississippi.
- The address of its principal office.
- The name, titles and business address of its principal officer.
- A brief description of the nature of its business.
- Whether it has received public funds and a listing of any governmental entity that distributed the public funds. The term “public funds” means funds received by the organization during its most recently completed fiscal year which were received from the State of Mississippi or any local governmental authority located within the State of Mississippi.
If an annual report does not contain the required information, the Secretary of State is supposed to provide written notice promptly to the corporation and return the report for correction.[7] If the report is corrected and to delivered to the Secretary of State within thirty (30) days after the effective date of notice, the report is deemed to be timely filed.[8] If the nonprofit corporation fails to timely file or fails to disclose the required information, the corporation may be subject to dissolution or disallowance of nonprofit status, or both.[9] Notably, there is no provision in the statute stating that the Secretary of State is required to provide any notice to an entity that they are delinquent. Similarly, there is no statutory period for an entity to correct a failure to file.
In addition to the above required information, individuals filing the annual report should have the following information available:
- The Business ID for the entity. This can be found by searching for the entity on the Business Search page of the Business Services Division website.[10]
- An email address and phone number for the entity.
- The Federal Tax ID (also known as an EIN) of the entity.
- The principal address for the entity.
- If the entity has been designated by the IRS as a 501(c)(3) entity, the nonprofit purpose listed on the 501(c)(3) application.[11]
- Up to three NAICS codes for the entity (although only one is required). The various codes can be searched here.[12]
- The name, title, and address of each officer and director of the entity.
Nonprofit corporations have only a few weeks left to timely file their annual report with the Business Services Division of the Mississippi Secretary of State. While one may hope that the Business Services Division will be lenient with entities that do not meet the filing deadline this first year, there is no guarantee that they will do so. Additionally, information on the Business Services Division website indicates that the filings may only be accessible from January 1st to May 15th of a given year, such that entities may not be able to complete a late filing.[13] Time will tell on that point. Nonetheless, officers and directors of nonprofit corporations would be well served to ensure that the annual filing for any entities they are associated with are completed before the deadline and by marking their calendars for following years to ensure such entities are not at risk of being administratively dissolved or losing nonprofit status.
[1] House Bill 1344 can be accessed at https://billstatus.ls.state.ms.us/documents/2024/pdf/HB/1300-1399/HB1344SG.pdf.
[2] Miss. Code Ann. Section 79-11-407(5).
[3] As such terms are defined by Miss. Code Ann. Section 79-11-501.
[4] Miss. Code Ann. Section 79-11-407(2).
[5] Mississippi Secretary of State, “Annual Reports”, https://www.sos.ms.gov/business-services/annual-reports.
[6] Mississippi Secretary of State, “New Nonprofit Annual Report Filing Requirement” (June 20, 2024), https://www.sos.ms.gov/press/new-nonprofit-annual-report-filing-requirement.
[7] Miss. Code Ann. Section 79-11-407(4).
[8] Id.
[9] Miss. Code Ann. Section 79-11-407(5).
[10] The Business Search Tool can be accessed at https://corp.sos.ms.gov/corp/portal/c/page/corpBusinessIdSearch/portal.aspx#clear=1.
[11] The IRS’s Tax Exempt Organization Search and IRS Publication 78 Data available here may be of assistance.
[12] The NAICS Search Tool can be accessed at https://www.naics.com/search/.
[13] Mississippi Secretary of State, “Annual Reports”, https://www.sos.ms.gov/business-services/annual-reports.
