Mississippi treats an operating agreement broadly: it can be written, oral, or implied, and the statute also calls it a “limited liability company agreement.” Voting is not one-member-one-vote by default; power follows each member’s current share of profits, which makes a written agreement especially useful when ownership and control should work differently.
Choose the version that matches your Mississippi LLC structure.
Is an Operating Agreement Required for a Mississippi LLC?
No written operating agreement is required to form the LLC. Mississippi forms an LLC through a Certificate of Formation filed with the Secretary of State, while state law separately recognizes operating agreements that may be written, oral, or implied. The Secretary of State currently lists a $50 filing fee for a Mississippi LLC Certificate of Formation.
The important Mississippi wrinkle is consent: once there is an operating agreement, the initial agreement must be agreed to by all members. If it does not provide its own amendment method, later amendments also generally require every member, except an amendment resulting from a merger.
Formation documents can be submitted through the Mississippi Secretary of State online filing system.
Mississippi does not make notarization part of its statutory definition or execution requirements. In fact, the statute permits an operating agreement to be oral or implied and says the LLC itself does not have to execute it.
For practical questions about state business filings, the Mississippi Secretary of State Business FAQs explains the state’s filing process.
Mississippi Operating Agreement Definition
“Operating agreement” or “limited liability company agreement” means any agreement … “written, oral or implied.”
Mississippi’s definition is flexible, but that does not mean every important LLC term can safely remain informal. § 79-29-123(7) specifically identifies matters that must appear in the Certificate of Formation or a written operating agreement before they are enforceable.
All three forms can qualify as a Mississippi operating agreement.
A member, manager, or assignee may be bound even without executing the agreement, and the LLC itself does not have to sign it. § 79-29-105(t)
Under § 79-29-123(7), Mississippi reserves certain provisions, including specified governance, withdrawal, voting, fiduciary-duty, and liability arrangements, for the Certificate of Formation or a written operating agreement.
Mississippi LLC Default Rules
These are the Mississippi defaults most worth addressing in writing. They are especially important because control can follow profit percentages, not simply the number of members.
Each member’s vote is based on that member’s current percentage of LLC profits. Unless another rule requires more, members holding more than 50% of those profit interests control the decision.
§ 79-29-309(1)-(2)The LLC is member-managed by default, and management authority follows members’ profit interests. Members holding more than 50% of those interests control unless the operating agreement places management with managers.
§ 79-29-305A person who inherits an LLC interest from a deceased member becomes a member when that interest is distributed from the deceased member’s estate.
§ 79-29-301(2)(d)Without a different written rule, a member cannot withdraw before dissolution without written consent from all members. The LLC also has no default power to expel a member.
§ 79-29-303If the Certificate of Formation or operating agreement gives no amendment method, every member must agree. A merger-related amendment is the statutory exception and can be approved by a majority.
§ 79-29-123(2)(b)If no member meeting has occurred during the previous 15 months, members holding at least 20% of the voting power may call a regular meeting with 30 days’ written notice, at the LLC’s expense.
§ 79-29-309(6)(d)The combination of the first two rules is particularly important in Mississippi: an owner with a larger profit share can also have greater voting and management power by default. A 50/50 ownership structure and a 70/30 structure therefore do not produce the same statutory control arrangement.
