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The Mississippi LLC operating agreement is an optional but highly recommended business document that is used to help businesses organize their structure. It will include guidelines for operations, individual member rights and responsibilities, profit and loss allocation, and more that are essential parts of running a successful business.

From MS Code § 79-29-105 (2019):

(t) “Operating agreement” or “limited liability company agreement” means any agreement, whether referred to as a limited liability company agreement or otherwise, written, oral or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business.

Mississippi Operating Agreement Law

The statutes pertaining to the Mississippi Operating Agreement Laws can be found in MS Code § 79-29-123 (2019)

Forming an LLC in Mississippi

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

To do business in Mississippi, an LLC requires a legally registered business name. This name must be unique both in text and phonetically from all other businesses in the state, plus national government agencies (and their acronyms).

The title may not include “inc” or “corp”, but must use an LLC designator to identify it as a limited liability company. The choices for designators are:

  • LLC
  • L.L.C.
  • Limited Liability Company

Professional titles may be used in LLC names as long as the practitioner is a principal member of the LLC and they pass additional verification requirements.

To conduct the name search, use the Mississippi Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Registered agents are essential to all LLCs in Mississippi. They are an individual or business that will accept legal documentation on behalf of the company, including tax forms, annual filings, and service of process for lawsuits.

An individual agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Mississippi

Businesses who act as registered agents must be licensed to operate in Mississippi to be elected as an LLC’s registered agent.

Step 3: File Your Formation Articles

Mississippi requires the appropriate formation articles to be filed in order for the business to be officially registered. There are no physical filings allowed in the state, so all formations will file online.

Domestic LLC formations (in-state) must complete a Certificate of Formation online.

Online Filing (Domestic):

  • $50 filing fee
  • Turnaround time: Same day
  • Create an account and submit online

Foreign LLCs expanding to Mississippi must complete and file an Application for Registration online.

Online Filing (Foreign):

  • $250 filing fee
  • Turnaround time: Same day
  • Create an account and submit online

Step 4: Draft a Mississippi Operating Agreement

Mississippi does not require an operating agreement. However, like most states, it is highly recommended that an operating agreement is drafted for all LLCs. The agreement can help to keep the business organized, ensure everyone is on the same page, set the structure for management of the LLC, and protect the members against personal liability in the case of a lawsuit against the company by separating business and personal assets.
It is recommended that all directors each keep a copy of the signed agreement, and that a copy is held with the other business records until needed. The agreement does not need to be filed with the state.