Mississippi LLC operating agreement

What Mississippi’s LLC act says

The quotes behind this section come from the act as the legislature passed it; later amendments may differ.

Mississippi's LLC act defines "operating agreement", also called a limited liability company agreement, as any agreement of the members about the company's affairs and the conduct of its business. ⁴

Mississippi's LLC act defines an operating agreement as one that can be written, oral or implied. It also says the LLC does not have to execute its operating agreement. ⁴

What Mississippi’s act does not let an agreement change:

• Cannot vary the company's capacity to sue and be sued ¹
• Cannot eliminate the implied covenant of good faith and fair dealing ¹
• Cannot vary how assets are distributed in winding up ¹

One-member company. Mississippi's LLC act says an operating agreement is not unenforceable just because the company has only one member who is a party to it. ⁴

Not confirmed for Mississippi from an official source: whether a Mississippi agreement is filed with the state.

What happens with no agreement

Mississippi's LLC act vests management in the members when no agreement names managers, with votes weighted by each member's share of profits. A manager structure applies only if the operating agreement provides for one. ²

Mississippi's LLC act says profits and losses follow the manner set in the operating agreement, and otherwise are allocated by the agreed value of each owner's contributions recorded in the company records. ³

What the template covers in Mississippi

• Company Details. The company's name, state, effective date and principal office.
• Members & Management. Who the members are, whether there is one or several, and who runs the company.
• Capital & Distributions. What each member puts in and how profit is paid out.
• Taxes. The federal tax treatment the company reports under.
• Transfers & Buyout. What happens when a member sells, leaves or is bought out.
• Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
• Succession. Who takes over a single-member company if its member cannot act.
• Notarization. An optional notary acknowledgment page.

Mississippi’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.

You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.

Where it fits when you form a Mississippi LLC

You form a Mississippi LLC by filing with Mississippi’s Secretary of State.

The Mississippi annual report is due April 15 every year. ⁵

Search the Mississippi business records at the Secretary of State before you file: Mississippi entity search.

The operating agreement for a Mississippi LLC is separate from the Mississippi formation filing.