We earn commissions if you shop through the links below. Read more

Mississippi LLC Operating Agreement Template

Written by:

Carolyn Young is a business writer who focuses on entrepreneurial concepts and the business formation. She has over 25 years of experience in business roles, and has authored several entrepreneurship textbooks.

Edited by:

David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.

Mississippi LLC Operating Agreement Template

Mississippi LLC Operating Agreement Template

In Mississippi, your limited liability company (LLC) is not required to have an operating agreement in place. But it’s highly recommended, as an effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC. 

What is an LLC Operating Agreement?

A Mississippi LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations. 

The operating agreement is not filed with the state, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.


We’ve provided two operating agreement templates for your use. One is for a single-member LLC if you are the sole member, and the other is for a multi-member LLC if your LLC has two or more members. The documents are customizable and should be adjusted for Mississippi state and your business. These documents are for your internal use and are not filed with any governing body.

Download FREE Operating Agreement Templates

Disclaimer: These documents may need to be adjusted based on your circumstances and may not cover all situations. Your document also may need to be adjusted over time as your business evolves. These documents should not be considered legal advice. You should have your version of the document reviewed by your attorney to make sure that all necessary provisions are included to fit your business situation. 

What Should Your Mississippi LLC’s Operating Agreement Include?

Several key elements are typically included:

  1. Company name and principal office: Clearly state the LLC’s name, which must conform to Mississippi’s naming requirements, and provide the principal office address.
  2. Formation and purpose: Specify the date of formation, the purpose of the LLC, and the duration of the company, if applicable.
  3. Registered agent: Include the name and contact information of the LLC’s registered agent in Mississippi.
  4. Member information: Clearly identify all members and their contact information, ownership percentages, and capital contributions.
  5. Management structure: Define whether the LLC will be member-managed or manager-managed, and outline the roles, responsibilities, and voting powers of the members or managers. If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated. 
  6. Decision-making process: Establish the process for making decisions, including voting requirements, majority rules, and procedures for resolving disputes.
  7. Capital contributions and distribution: Detail the members’ initial capital contributions, the process for making additional contributions, and the method for distributing profits and losses among members.
  8. Membership interest transfer: Outline the procedures for transferring membership interest, including restrictions on transfer, rights of first refusal, and the process for admitting new members.
  9. Dissolution and winding up: Specify the circumstances under which the LLC may be dissolved and the procedures for winding up the company’s affairs, including the distribution of assets. Operating agreement should clearly state what happens when a member sells their interest, becomes disabled, or dies.
  10. Recordkeeping and financial matters: Address the maintenance of financial records, accounting methods, fiscal year, and requirements for financial reports and tax filings.
  11. Meetings: Establish the procedures for holding regular and special meetings, including notice requirements, quorum rules, and voting procedures.
  12. Amendments: Define the process for amending the Operating Agreement, including the necessary approvals and notice requirements.
  13. Governing law: Specify that the Operating Agreement is governed by the laws of the state of Mississippi.
  14. Severability: Include a severability clause that allows for the continued enforcement of the rest of the agreement if a particular provision is found to be unenforceable.
  15. Miscellaneous provisions: Include any additional provisions that the members believe are necessary for the effective operation of the LLC, such as indemnification, confidentiality, and non-compete agreements.
  16. Execution: Ensure that all members sign and date the Operating Agreement to make it legally binding.

An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity. The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more. 

Though Mississippi has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control. 

Remember that the specific requirements for an Operating Agreement may vary depending on the nature of the business and the preferences of the LLC’s members. It’s important to consult with an attorney or other qualified professional when drafting an Operating Agreement to ensure compliance with Mississippi law and to address any unique circumstances that may apply to your LLC.

How Much Does an Operating Agreement Cost? 

Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.

This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC

Who Needs my LLC Operating Agreement?

One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement. 


Though not legally required in Mississippi, an operating agreement is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records. 


Leave a Reply

Your email address will not be published. Required fields are marked *