A Mississippi LLC operating agreement is an agreement among the members of a limited liability company about the company's affairs and how it runs its business. Mississippi law counts an agreement as an operating agreement whether it is written, oral or implied.[1] This free template is for an LLC with one member. Fill it out online, then download it as a PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Mississippi law. If you notice an error or outdated information, please contact us.
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Read every provision before you sign. If a term is unclear, ask a lawyer to review the agreement. A signed copy gives every owner the same written record of what was agreed.
Mississippi defines an operating agreement in Miss. Code Ann. § 79-29-105. The definition covers any agreement among the member or members about the affairs of the company and the conduct of its business. It does not matter whether the agreement is called an operating agreement, a limited liability company agreement or something else.[1]
"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.
The same section sets out these rules:
The statute treats "operating agreement" and "limited liability company agreement" as the same thing. You may see either name on a form.[1]
Under Miss. Code Ann. § 79-29-123, an operating agreement must initially be agreed to by all of the members. The certificate of formation or the operating agreement governs the company's affairs, the conduct of its business and the relations among the members and between the members and the company.[2]
Every Mississippi LLC has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs (Miss. Code Ann. § 79-29-117).[2]
Under Miss. Code Ann. § 79-29-105, the company and its people are bound by the operating agreement even when they never sign it. The statute says this about the company, its members, its managers and anyone who holds a financial interest by assignment.[1]
| Who | What the statute says |
|---|---|
| The LLC | Bound by its operating agreement whether or not it executes the agreement.[1] |
| A member or manager | Bound whether or not that person executes the agreement.[1] |
| An assignee of a financial interest | Bound whether or not the assignee executes the agreement.[1] |
The statute also says an LLC is not required to execute its own operating agreement.[1]
Do not assume that skipping a signature frees you from the agreement. Members, managers and assignees are bound whether or not they sign.[1]
A single-member LLC has one owner. Mississippi law covers it: an operating agreement of an LLC with only one member is not unenforceable because only one person is a party to it.[1] This template is written for that situation. It records who the Member is, who the Managers and Officers are, and what the Member put into the company.
Many owners write one even when there is no co-owner to agree with, so the company's rules are on paper. If your LLC has more than one member, this form is not the right fit because it names a single Member. Our LLC operating agreement template page has templates for other states.
The Mississippi template uses a handful of terms you will see in most operating agreements. Member, Manager, Officer, registered agent, Articles of Organization, capital contribution and fiscal year each match a part of the form, so it helps to know them before you start.
The template is an operating agreement for an LLC with a single member. It has 31 numbered sections and three schedules. It is written for a manager-managed company that is owned by that one member. An LLC with several owners needs an agreement that names every member, so this form is not the right fit for it.
The form deals with these topics, in this order:
Section 11 refers to Schedule C for the assets, services or other items the Member contributed. Section 12 says the Member is not required to make any additional capital contribution. Section 14 says the Board decides when distributions are made and in what amounts. Section 31 states the intent that the company be treated as a disregarded entity for federal tax purposes.
The Board may hold a meeting by telephone conference, and it may act without a meeting if every Manager consents in writing. A special meeting is called upon the written request of one or more Managers. The preamble says the Member adopts the agreement under the LLC statute you enter on page 1.
The Mississippi template is a single-member operating agreement. Most of it is fixed text, so you only fill in the parts below, in the order they appear on the form. Complete it online, or download the PDF and fill it in with our PDF editor.
The company name must contain "limited liability company", "L.L.C." or "LLC", must be distinguishable from other names on the records of the Secretary of State, and may not contain words such as bank, trust, insurance or corporation (Miss. Code Ann. § 79-29-109). For Section 3, name a commercial registered agent, or a noncommercial agent with a name, address and email address, who has agreed to serve (Miss. Code Ann. § 79-35-5).[2]
These answers cover the questions people ask most about the Mississippi LLC operating agreement and whether you need one. Each one rests on Miss. Code Ann. § 79-29-105, which is listed in the sources.
Mississippi law says a limited liability company is not required to execute its operating agreement.[1] Many owners still put the terms in writing so every owner reads the same rules.
Miss. Code Ann. § 79-29-105 defines an operating agreement as any agreement that is written, oral or implied. It also says an LLC is not required to execute its operating agreement.[1]
The statute does not require an LLC to execute its operating agreement. If the company has one, the company, its members and its managers are bound by it whether or not they sign it.[1]
General information, not legal or tax advice.
