LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Mississippi

At a glance

Requirements one by one

The certificate or operating agreement creates manager management

Mississippi defines a manager as a person named or selected under the certificate or operating agreement to manage the LLC to the extent those documents provide. Miss. Code § 79-29-401 permits responsibility to be delegated to or among one or more managers.

Under § 79-29-123, the certificate and operating agreement govern manager rights, powers, duties, company affairs, and internal procedures. They may vary most Chapter 29 defaults, but cannot cross the section's filing, good-faith, liability, information, judicial-power, winding-up, and other mandatory limits.

Election, removal, and vacancies use profit interests

Under §§ 79-29-309 and 79-29-401, managers are elected by members and any manager vacancy is filled by member vote. The default vote is weighted by each member's current percentage in profits, and members holding more than 50% of those profit percentages control unless another rule or the governing documents require more or create classes or a different voting basis.

All or fewer managers may be removed as the governing documents provide. The statute also authorizes removal with or without cause by the member vote required to elect the affected manager or managers.

Members may act by written consent without a meeting or prior notice if the signers hold the necessary interest. When consent is not unanimous, nonsigning members must receive notice of the executed consent within 20 days. Meeting notice, record dates, quorum, and proxy rules may be set by the governing documents.

Managers may be nonmembers, nonresidents, or entities

Section 79-29-401(2) expressly says managers need not be Mississippi residents or members. The Act's person and entity definitions permit both individual and entity managers. The certificate or operating agreement may set other qualifications and must fix, or provide a method to fix, the number of managers.

The Act states no general fixed term or successor-holdover rule. Those terms, and any age, licensing, or other qualification, depend on the governing documents and other applicable law.

Written notice resigns the manager, even if the agreement is breached

Under § 79-29-407, the operating agreement may provide a resignation time or triggering event and may state that a manager has no right to resign. The same section nevertheless says a manager may resign at any time by written notice to the members and other managers.

The statute does not require acceptance or a Secretary of State filing. If the resignation violates the operating agreement, the company may recover breach damages and offset them against amounts otherwise payable to the resigning manager. The internal resignation and the resulting contract claim are distinct issues.

Manager office and membership are separate capacities

Chapter 29 separately defines member withdrawal, bankruptcy events, and full- interest assignment consequences. It does not state that ending manager office itself ends membership or that every member-status change automatically ends a separately held manager office. The certificate and operating agreement should coordinate those roles expressly.

The certificate's mandatory fields omit management status and manager names. The annual report, however, must list every manager of a manager-managed LLC and be current when executed. Chapter 29 does not prescribe an event-driven manager- change filing between reports.

Ending office does not settle authority or liability

Section 79-29-307 makes each manager an agent for ordinary business in a manager-managed company, subject to actual authority, governing-document limits, and third-party knowledge. Section 79-29-405 permits delegation but says delegation does not itself end the manager's office or make the delegate a manager.

Section 79-29-311 protects managers from personal company-debt liability solely because they act as managers, while allowing a separate agreement to create personal obligation. Section 79-29-123 addresses duties, liability limits, and indemnification that may continue after manager status ends. Employment, compensation, receivership, judicial dissolution, and winding up remain separate questions.

What trips people up

• The default vote is profit-interest weighted. It is not a member- headcount majority.
• Removal may be with or without cause. The certificate or operating agreement may still alter the actor, threshold, notice, or process.
• A no-resignation clause does not erase the statutory written-notice mechanism. A violating resignation can instead produce a damages claim.
• The annual report is not the internal manager-change instrument. It is a current public disclosure of all managers.

Common questions

Must a Mississippi LLC manager be a member or resident?

No. A manager need be neither a member nor a Mississippi resident. The governing documents may prescribe other qualifications.

What vote elects or removes a manager by default?

Members holding more than 50% of current profit interests control, unless the governing documents or another statute require a different threshold or class vote.

How does a manager resign?

By written notice to the members and other managers. The operating agreement may specify timing or events and may restrict resignation, but a violating resignation can create damages rather than an acceptance requirement.

Who fills a vacancy?

The members vote to fill it. By default, the controlling vote is more than 50% of current profit interests.

Statutes and sources

• Miss. Code §§ 79-29-101, -105, -123, -309, and -401 — Revised Act, definitions, governing-document hierarchy, member voting, manager election, qualifications, number, removal, vacancy, and manager action. Official 2010 HB 683 sent-to-Governor text (accessed August 29, 2026).
• Miss. Code § 79-29-407 — manager resignation, written notice, agreement restriction, damages, and offset. Official 2010 HB 683 sent-to-Governor text (accessed August 29, 2026).
• Miss. Code §§ 79-29-201 and -215 — certificate contents and current annual- report manager disclosure. Official 2010 HB 683 and official 2021 SB 2204 (accessed August 29, 2026).
• Miss. Code §§ 79-29-123, -307, -311, and -405 — duties, indemnification, authority, delegation, and company-debt liability. Official 2010 HB 683 sent-to-Governor text (accessed August 29, 2026).