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Mississippi LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against Miss. Code § 79-29-101 et seq. · Miss. Code § 79-29-105 · Miss. Code § 79-29-215
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What you'll get

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Mississippi are added automatically.

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Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fill

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in Mississippi are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Formation, name, purpose and registered agent
  • Tax classification (default, S corp, C corp)
  • Members, contributions and percentage interests
  • Capital accounts and additional contributions
  • Allocations, distributions and tax distributions
  • Member- or manager-managed; voting and major decisions
  • Duties, other activities and deadlock (50/50)
  • Liability and indemnification
  • Transfers, right of first refusal and buy-out events
  • Withdrawal, dissolution, Schedule A and spousal consent

Mississippi rules that this document follows

LLC statuteMississippi Revised Limited Liability Company Act (2010)Source: Miss. Code § 79-29-101 et seq.
Formation document / filing officeCertificate of Formation — Mississippi Secretary of State
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Miss. Code § 79-29-105(t) (operating agreement may be written, oral or implied)
Formation fee$50.00
Annual report$0.00 — Annual report due Apr. 15 (no fee for domestic LLCs)Source: Miss. Code § 79-29-215
Duty-of-loyalty waiverMay be limited only if not manifestly unreasonable; competing activities require disclosureSource: Miss. Code §§ 79-29-303 (majority by capital interest), 79-29-503 (distributions per contributions), 79-29-705 (charging order exclusive remedy)
Charging order exclusive remedy (SMLLC)unclearSource: Miss. Code §§ 79-29-303 (majority by capital interest), 79-29-503 (distributions per contributions), 79-29-705 (charging order exclusive remedy)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Mississippi

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Certificate of Formation, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Mississippi?

Not by statute (Miss. Code § 79-29-105(t) (operating agreement may be written, oral or implied)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Mississippi?

Annual/periodic report: $0.00 (Annual report due Apr. 15 (no fee for domestic LLCs); Miss. Code § 79-29-215).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

Mississippi is not a community-property state, so the question only drives the optional spousal-consent language; it is still wise to have spouses acknowledge the buy-out terms.

Other names

  • single member LLC operating agreement
  • multi-member operating agreement
  • LLC agreement
  • company agreement
  • LLC bylaws
  • limited liability company agreement
  • operating agreement template
  • member-managed LLC agreement

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.