Mississippi LLC Operating Agreement Template [PDF]

The Mississippi limited liability company (LLC) operating agreement is a legal document that outlines the day-to-day operation of the company and defines the rights and duties of each member within it.

The LLC operating agreement, or business operating agreement, also defines what the initial contribution of each member to the LLC is and what their interest in the company is based on that contribution.

Is an Operating Agreement Required in Mississippi?

No, the operating agreement is not a mandatory document when establishing an LLC in Mississippi.

The reason parties still choose to make an operating agreement is because it enables them to optimize the operation of the company and prevents potential miscommunications between the members.

4 Main Types of Operating Agreements

In Mississippi, there are four main types of operating agreements the parties can choose from when establishing an LLC:

Types of Operating Agreements

Single-member LLC operating agreement: Used for LLCs with a single member. It has a simple form since it only provides rules on how the company will be operated without regulating the relationships between the members.
Multi-member LLC operating agreement: Here, there are two or more members that have established the LLC. The document regulates the operation of the company and the mutual relationship between the members.
Member-managed LLC operating agreement: The members can use this type of operating agreement if they decide to manage the company themselves. The document then outlines all of their managerial rights and duties.
Manager-managed LLC operating agreement: If the members decide to delegate their decision-making powers to the professional manager, this type of operating agreement can outline the powers of the manager.

Laws and Legal Requirements for LLC Operating Agreements in Mississippi

Title 79, Chapter 29 of the Mississippi Code, called the Mississippi Limited Liability Company Act, regulates the status of LLCs in Mississippi.

Moreover, Section 79-29-123 regulates the status of operating agreements in Mississippi by providing the general standards of conduct, construction, and application of certificates of formation and operating agreements, as well as their scope, function, and limitations.

How to Form a Limited Liability Company (LLC) in Mississippi

Below, you can find the easiest way to form a limited liability company in Mississippi:

How to Form a LLC in Mississippi

#1. Choose a Business Name For Your LLC

First, you should choose the business name for your LLC. The business name should be distinguishable from other business names registered in Mississippi.

To check if your business name is distinguishable, you can do a business name search on the Secretary of State website.

#2. Choose the Type of LLC

In Mississippi, you can choose between two main types of LLCs based on the place the company was first established:

Domestic LLCs: Used for the companies that were first established in Mississippi.
Foreign LLCs: Used for companies that are initially established outside Mississippi but are registered in Mississippi.

#3. Nominate an Agent

Every LLC in Mississippi must have a registered agent. This can be an individual with a registered address in Mississippi or an entity with the authority to operate in Mississippi. The agent’s main duty is to receive notifications and documents on behalf of the LLC.

#4. File the Registration Documents

In Mississippi, you can only file your company registration application online. You should first register your account on the Secretary of State website and proceed with your application.

#5. Pay the Required Fee

The filing fee depends on the type of LLC you are forming and is $50 for domestic LLCs and $250 for foreign LLCs. The payment can be made through the Secretary of State online application system.

#6. Create your LLC Operating Agreement

After submitting your application for registering the LLC, you should draft the operating agreement. This will enable the optimization of your business processes and prevent potential misunderstandings between the members of the company.

The document doesn’t have to be registered with any governmental agency.

#7. Apply For an Employer Identification Number (EIN)

If you want to open a company bank account, hire employees, and complete certain transactions, you must obtain the EIN. You can apply for the EIN online or by filling out the SS-4 form.