Mississippi LLC Operating Agreement: Is It Required and What to Include

No. Mississippi does not require a limited liability company (LLC) to have an operating agreement. You do not file one with the state, and the Secretary of State will not reject your Certificate of Formation because you skipped it. The more useful question is whether you can run a multi-owner LLC without one, and in most cases you should not. This guide explains what Mississippi requires, what state law does when you have no written agreement, and what a working Mississippi LLC operating agreement should cover, including how to use a Mississippi LLC operating agreement template without inheriting its gaps.

This article is informational content, not legal or tax advice. If your LLC has more than one owner, outside investors, real estate, or a tax question you cannot answer from this page, talk to a Mississippi-licensed attorney and a certified public accountant (CPA) before you sign anything.

What Mississippi requires to form an LLC

Forming an LLC in Mississippi means filing a Certificate of Formation (Form F0100) with the Mississippi Secretary of State, Business Services Division. The filing fee is $50. You can file through the online portal at corp.sos.ms.gov, and general business information is on the Secretary of State's business services page. Most paid online filings are approved and filed immediately, and filings that need staff review are normally returned within 24 hours. The Certificate of Formation is the document the state reviews. The operating agreement is not.

Three other formation rules matter here:

• Name. The name must include “limited liability company,” “L.L.C.” or “LLC” (Miss. Code Ann. 79-29-109). It must also be distinguishable on state records from other registered entities. If you need time to prepare paperwork, a name reservation costs $25 and holds the name for 180 days.
• Registered agent. Every Mississippi LLC must keep a registered office and a registered agent with a physical Mississippi street address (79-29-113). The agent can be an individual Mississippi resident or a qualifying business entity.
• No state business license. Mississippi does not issue a general statewide business license. Filing with the Secretary of State registers the entity. It is not a license to operate.

The state does ask one question about your agreement. The LLC annual report (Form F0108) is due April 15 each year and may be filed on or after January 1. It must be filed online and carries no state fee. The form asks whether the LLC has a written operating agreement (Miss. Code Ann. 79-29-215). Answer it truthfully. An LLC that fails to file can be administratively dissolved, so put April 15 on your calendar from the day you form.

What happens when you have no written agreement

An LLC without an operating agreement is not left without rules. The Mississippi LLC Act supplies default rules, and those defaults are often not what owners expect. The most important one is management. Under Miss. Code Ann. 79-29-305, the members manage the company unless the operating agreement provides for managers. Decisions are made by members who own more than 50 percent of the profits interests.

That default creates a trap for two-owner businesses. If two members each hold 50 percent, neither one holds more than 50 percent, so the default gives neither of them a majority to break a tie.

The table below compares common situations.

Situation	No written operating agreement	Written operating agreement
Who runs the company	Members, under the default rule	Members or appointed managers, as you define
Vote on an ordinary decision	Members owning more than 50% of profits interests	The threshold you choose, such as a majority, a supermajority, or unanimity for major decisions
Deadlock between equal owners	No majority exists, so no default tiebreaker	Your own tiebreak process, such as a mediation step or a buy-sell trigger
A member wants to leave or dies	Left to the Act's default rules, which may not match what you expected	Your buyout trigger, valuation method, and payment schedule
Opening a bank account	The bank applies its own requirements, which vary	A named signer list and signing authority that matches your records

Why you should write one anyway

Mississippi does not require an operating agreement, but most multi-member LLCs need one in practice. A written agreement answers the questions that come up when owners disagree, leave, or try to sell. It handles five areas the default rules do poorly:

• Ownership splits. Ownership percentages, capital contributions, and profit shares should be written down. Sweat equity, member loans, and uneven contributions are where informal arrangements fall apart.
• Voting. You decide who can bind the company, which decisions need a vote, and what threshold applies.
• Buyouts. You set the price or formula, the payment terms, and whether the company or the other members get the first right to buy.
• Departures. Death, disability, divorce, bankruptcy, and a member who simply wants out each need a defined process.
• Banks. Banks often ask for a written agreement to confirm who may open accounts and sign. Requirements vary by institution, so ask your bank before you open the account.

A single-owner LLC has fewer of these problems, but it still benefits from a short agreement that names the business, states the owner's authority, and documents how the company is run.

What to include in a Mississippi operating agreement

A complete agreement covers the areas below. A good template will include most of them, and an attorney can tailor them to your business.

1. Company basics

• The exact legal name as filed with the Secretary of State
• The purpose of the business, stated broadly enough to let the business change
• The principal office address and the registered agent
• Whether the LLC has a set term or runs indefinitely

2. Members and ownership

• Each member's name, address, and initial contribution (cash, property, or services, with the agreed value)
• Each member's ownership percentage and how profits interests are tracked
• Whether additional contributions are required, and what happens if a member does not make one

3. Management and voting

• Member-managed or manager-managed, and who the managers are if you choose that structure
• Which decisions require a vote, the threshold for each, and what counts as a major decision
• Who can sign contracts, borrow money, and open bank accounts, and any dollar limits
• How deadlocks are resolved

4. Profits, losses, and distributions

• How profits and losses are allocated among members
• When and how distributions are paid, and any limits on taking them
• Reserves for operating costs and tax obligations

5. Transfers, new members, and departures

• Restrictions on selling or transferring an interest
• A right of first refusal for the company or the other members
• How a new member is admitted and what approval is required
• Buyout triggers: voluntary exit, death, disability, divorce, bankruptcy, or breach
• The valuation method (agreed formula, appraisal, or fixed price), payment terms, and any insurance funding

6. Taxes and records

• How the LLC is taxed for federal purposes and who makes any elections
• Who prepares the returns and how each member's share is reported
• Where the books are kept and who has access to them

For Mississippi purposes, an LLC taxed as a partnership is treated as a pass-through, and its income is reported on the members' own Mississippi returns. An LLC taxed as a corporation pays Mississippi corporate income tax and, for tax year 2026, the state franchise tax, which applies to corporations rather than to an LLC taxed as a partnership. Which treatment fits your business is a question for your CPA.

7. Dissolution, amendments, and disputes

• Events that trigger dissolution, and the order of paying creditors before members
• How the agreement can be amended, and the vote required
• Dispute resolution steps, such as negotiation, then mediation, then court
• Indemnification of members and managers for acts taken in good faith

Using an operating agreement template

Mississippi does not require a specific form, and the state does not file or approve your agreement. A Mississippi LLC operating agreement template is a starting point, and quality varies widely. Before you use one, check it against these points:

1. It refers to the Mississippi LLC Act (Title 79, Chapter 29 of the Mississippi Code), not another state's law.
2. The management structure, voting thresholds, and tiebreak rules match how you plan to run the business.
3. Every blank is filled in. Templates often leave out percentages, dollar amounts, or the buyout formula.
4. The buyout and departure sections are specific. Those sections cause most ownership disputes, and many generic templates skip them or use vague language.
5. The tax language matches the tax treatment you have chosen.
6. Every member signs and dates it, and you keep the signed copy with your company records.

A template saves drafting time, but it does not make the decisions for you. You still have to choose how votes work, what a departing owner receives, and who signs for the company. Those choices belong to the owners, and an attorney can help you settle them before the template goes into a binder.

Other filings to check after you form

An operating agreement does not replace any of the following, so confirm which apply to your business:

• Fictitious business name. If you operate under a name other than your LLC's registered name, file a Fictitious Business Name Registration (Form F0070) with the Secretary of State for $25. This filing goes to the state, not the county.
• City privilege license. Every city, town and village issues its own privilege license under Miss. Code 27-17. Counties license only businesses outside municipal limits. Fees vary by location, so check with your city or county.
• Sales tax permit. If you make retail sales, register with the Mississippi Department of Revenue. The permit carries no fee, although a bond may be required for applicants with no permanent Mississippi location. The state sales tax rate is 7%.
• Industry licenses. Occupational and industry licenses are issued by the relevant state board, not by the Secretary of State.

When to hire professionals

A simple single-owner LLC can often start with a careful template and a clear list of decisions. Bring in a Mississippi attorney when you have more than one owner, when someone is contributing property or services instead of cash, when you expect to bring in investors, or when a buyout is likely. Have a CPA review the tax section, especially if you are choosing between partnership and corporate tax treatment. The Mississippi Small Business Development Center Network, with its lead center hosted by the University of Mississippi, offers business advising at mississippisbdc.org. Use it to organize your decisions before you pay for legal drafting.

Next steps

1. Decide ownership percentages, voting thresholds, and departure rules before you draft anything.
2. Choose a template and adapt it, or have counsel draft the agreement.
3. Sign and date the agreement, and store it with your company records.
4. Answer the operating agreement question on your annual report honestly, and file it by April 15 each year.

This article is informational only and is not legal or tax advice. Mississippi law changes, and the figures here reflect information as of October 2026. Confirm current fees and requirements with the Mississippi Secretary of State and the Mississippi Department of Revenue before you file. Consult a qualified Mississippi attorney and CPA about your specific situation.