Mississippi LLC Operating Agreement

Key Takeaways

Mississippi laws don’t mandate LLCs to have an operating agreement in order to operate.
Creating one helps you define the internal operations, ownership structure, and member responsibilities. Use our free Mississippi LLC Operating Agreement template to comply with the state laws.
To form an LLC in Mississippi, you’ll need to file Articles of Organization with the Mississippi Secretary of State, appoint a registered agent, and satisfy the necessary filing fee.

Mississippi LLC Operating Agreement Templates by Type

Single Member LLC

Basic Single Member LLC Operating Agreement

Used 4,920 times

Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner’s assets may be safeguarded by this agreement.

Use Basic Single Member LLC Operating Agreement

Use this operating agreement template in Mississippi when there is only one owner of the LLC.

Multi Member LLC

Multi-Member LLC Operating Agreement Template

Used 4,872 times

Ensure that your newly formed LLC is run the right way by having a multi-member operating agreement in place.

Use Multi-Member LLC Operating Agreement Template

Utilize this operating agreement template in Mississippi when multiple individuals or entities co-own the LLC.

50/50 LLC

50/50 LLC Operating Agreement Template

Used 4,872 times

This free 50/50 LLC Operating Agreement template for businesses with equal ownership.

Use 50/50 LLC Operating Agreement Template

Employ this operating agreement template in Mississippi when two equal partners equally share ownership and management responsibilities within the LLC.

Member-managed LLC

Member-Managed LLC Operating Agreement Template

Used 4,919 times

A manager is chosen by the firm owners to oversee day-to-day operations in a manager-managed LLC. Use this Member-Managed LLC Operating Agreement Template right away.

Use Member-Managed LLC Operating Agreement Template

Opt for this operating agreement template in Mississippi when the LLC’s management responsibilities are delegated to appointed members.

Legal Requirements

The Revised Mississippi Limited Liability Company Act, falling under Title 79, Chapter 29, governs LLCs.
The Operating Agreement Statutes, which explore the details of LLCs, fall under section 123 of Chapter 29.
The definition of a limited liability company agreement is set out in Section 105 of Chapter 29. It states that an operating agreement discusses the company’s affairs and “the conduct of its business.”
Your company name must contain LLC, L.L.C., or Limited Liability Company.

How to Form LLC in Mississippi

Forming an LLC in Mississippi is a relatively straightforward process. However, you should be sure not to miss any of the following steps:

Choose an Unique and Distinctly Different Name

Choose a company name under which you’ll register it.
Your company name must be unique. It can’t be similar to any other name registered in the state.
You can conduct a business search to find out whether your company name is unique.

Choose a Registered Agent

Choose a third-party contact to handle legal and official business on the company’s behalf.
They must agree to handle legal paperwork, receive notices, and engage in official communication.

Create an Online Account

Mississippi only accepts online applications to form LLCs. You cannot submit the registration files in person or by mail.
You must create an account using the Secretary of State’s official filing system.

Select the Entity Type

Select whether you’re creating a domestic or foreign entity.
The requirements vary depending on which entity you’re creating.
Domestic entities must file a Certificate of Formation when registering with the Secretary of State.

Supply the Filing Fee

The fee for a domestic entity’s registration is $50.
Foreign entities have different fees.

Obtain Your EIN

The Internal Revenue Service (IRS) will issue an Employer’s Identification Number (EIN) upon request once your company is registered.
You apply for an EIN online with the IRS or via mail.
EINs are for tax purposes, so if you’re a single-person LLC or sole proprietorship, you don’t always need one.

File BOIR

The Beneficial Ownership Information Report (BOIR) is a new requirement for LLCs established from 2024 onward.
You must file this report using the official FinCEN website.
For businesses established in 2024, you have 90 days to file this report.
For businesses established from 2025 onward, you have 30 days to file this report.

You can create an operating agreement at any point in this process. While they aren’t required, they’re often helpful for structure.

Specific Considerations/ Mississippi LLC Laws

Income Tax in Mississippi: LLCs are taxed as part of the owner’s taxes. There’s a federal 15.3% self-employment tax and a 4% personal income tax. However, S-corps can distribute their income to members to avoid the self-employment tax. C-corps have a 21% federal corporate income tax, franchise tax, and state corporate income tax.
Annual Reports: LLCs must file an annual report with the Secretary of State. They must file it between January 1st and April 15th.
Registered Agent Requirement: Registered agents must be residents of Mississippi. The only other option is if it’s an active business in the state.
Foreign LLC Registration: Foreign companies must provide a Certificate of Good Standing no less than six months old. They also have a $250 filing fee and must complete the Application for Appointment of Registered Agent of a Foreign LLC.
Considerations for Real Estate Ownership: There are specific considerations and tax requirements linked with LLCs owning property. If you transfer a property from your name to the LLC, you must first get the mortgage’s permission. You might also have to pay a 7% sales tax on the transfer.
Employment Laws: LLC employers must comply with specific employment laws. These laws discuss minimum wage, how to hire someone and non-discriminatory workspaces.