Mississippi LLC Operating Agreement

Various legal business forms exist currently in the US. However, a limited liability company (LLC) is one of the most popular. It is an organization where the owner(s) is not entirely responsible for its debt payments or other financial risks and obligations. It is typical for all limited liability business entities to create an Operating Agreement regulating professional relations among their members, establishing vital business policies, managers’ responsibilities, and liquidation procedure. You can include other relevant details that may potentially become causes of conflict grounds in the future. Learn more about this in our guide.

We suggest using our form-building software and getting yourself a personalized Mississippi Operating Agreement Template to ensure the best results. If there are several entity owners, all of them must study the paper closely, ensure they are satisfied with the agreement terms and conditions, and then willfully and voluntarily sign and date the document.

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Mississippi LLC Laws and Definition

Issues related to limited liability companies are governed by Title 79, Chapter 29 of Mississippi State Law. According to Section 79-29-117, each LLC has the right to carry out business affairs similarly to all individuals residing in the state.

Creation and compilation of all state operating agreements are regulated by Section 79-29-123 of the State Law. As stated therein, an LLC Operating Agreement governs:

  • All relevant LLC business affairs
  • The rights, powers, and duties of the company’s members and managers
  • Activities carried out by an LLC and its responsible employees
  • Existing means and conditions for amending the Agreement

The document is quite lengthy and comparably complicated, so it is advisable to study the definitions you might encounter in the form beforehand. You can find all the relevant definitions Section 79-29-105(t) of the State Law, but, for your convenience, we have outlined the key terms below:

  • Certificate of Formation. A legal paper that evinces that the respective authorities have officially registered an LLC.
  • Foreign LLC. Such an establishment lies under the jurisdiction outside the state of Mississippi.
  • Manager. That is a person designated to perform organizational functions within the LLC.

Steps to Forming an LLC in Mississippi

Below, you will find some valuable guidelines for filling out a Mississippi LLC Operating Agreement and registering such an entity in the state.

1. Naming the LLC

Choosing a name for your organization is not as easy as it seems. The company’s name not only represents its central idea and values; it also has to be unique. Once you have come up with a perfect brand name for your LLC, search it in the database and make sure it is available. It is also important to mention that your company has to contain the abbreviation “LLC” or “L.L.C.” abbreviation (or the phrase “limited liability company” phrase) at the end of the name you have chosen.

2. Registered Agent

A registered agent is an individual or an entity that agrees to represent your firm’s interests. The agent has to be a resident of Mississippi or possess a legal right to perform business activities in the state. In case your company gets sued, your registered agent will handle all documentation. This representative also received the company’s tax notices and business reminders, and they must have a valid mailing and physical address in Mississippi.

3. Certificate of Formation

Depending on the state, this document is named a bit differently. The Certificate of Formation is ultimately essential, as it is the official proof issued to certify that your LLC is legal. One needs to file for this paper right after deciding whether the LLC is single- or multi-member.

You will have to pay an appropriate fee (which is $50) and submit your application online or by mail. Keep in mind that online applications are processed much faster than the ones sent via US mail. Pay attention: if you are expanding your foreign LLC in the state of Mississippi, the Certificate of Formation fee will cost you $250.

4. Mississippi LLC Operating Agreement

An Operating Agreement is an internal document that you may wish to use in your company. It is not mandatory in the state. However, this paper adds an extra level of protection for all company members and clarifies everyone’s financial interests and responsibilities.

5. Obtaining Federal Tax ID Number

Federal Tax ID Number (or an Employer Identification Number) is a nine-digit code issued by the IRS to track the subject LLC’s financial activities. Each employer has to possess an EIN if they wish to hire staff, open a separate bank account on behalf of the LLC, or apply for specific permits as a company.

6. Financial Reporting

Providing an Annual Report is mandatory for any business entity. It has to be filed before or on April 15 of each year. In case you fail to deliver the report in time, the state will initially send you a warning letter and then close your LLC after not receiving the paper over time. Submitting an Annual Report is free of charge.

seal of mississippi state

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Published: Mar 24, 2021