LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Mississippi
At a glance
| Governing law, entity, member, manager, and action scope | Revised Mississippi Limited Liability Company Act, Miss. Code § 79-29-101 et seq.; ordinary domestic LLC member voting, signed no-meeting consent, and nonsigner notice. Manager management and manager voting only as contrast; excludes professional/foreign/dissolved LLCs and transaction outcomes (§§ 79-29-101, -105, -123, -309, -401) |
|---|---|
| Operating agreement, articles, and mandatory/default hierarchy | Certificate/operating agreement governs company affairs/business, member/manager rights/powers/duties, and amendment; Chapter 29 fills gaps. May vary most defaults subject to filing, good-faith, information, writing, liability, court, winding-up, action, and other floors. Initial agreement requires all members; certificate controls inconsistent agreement (§ 79-29-123) |
| Voting power: per-capita, percentage, interest, class, and group | Default vote follows each member's current percentage in LLC profits; members owning >50% control. Certificate/agreement may require more or create another basis/classes. Manager-managed ordinary decisions follow document delegation; manager election/removal/vacancy use same member vote by default (§§ 79-29-309, -401) |
| Ordinary, extraordinary, and reserved-matter thresholds | General member vote/consent: >50% of current profit percentages unless another Chapter 29 section expressly requires more or certificate/agreement varies. Manager-managed responsibilities are document-delegated; member threshold still controls manager election/removal/vacancy. Transaction-specific admission, merger, dissolution, amendment, distribution, and other statutes may impose different approvals (§§ 79-29-123, -309, -401) |
| Meeting call, notice, waiver, quorum, adjournment, and record date | Certificate/agreement supplies live-meeting call, notice, waiver, quorum, adjournment, location, and record-date mechanics; Chapter 29 states no general defaults. No-meeting written action needs no prior notice. Chapter notice may be written/electronic or otherwise communicated under § 79-29-107 (§§ 79-29-107, -123, -309) |
| Remote participation, presence, and communications standard | Chapter 29 states no general conference-call/video, communications standard, remote-presence, voter-identification, or retained-remote-vote rule for member meetings. Electronic notice and written no-meeting consent do not establish remote attendance (§§ 79-29-107, -309) |
| Proxy or agent form, duration, revocation, and scope | Certificate/agreement may create proxy procedure under broad internal-governance authority. Chapter 29 states no standalone default member proxy right, appointment form/signature/electronic method, duration, revocation, death/incapacity, irrevocability, delivery, or meeting/consent scope (§§ 79-29-123, -309) |
| Written, electronic, counterpart, and future-effective consent | No meeting/prior notice; consent(s) in writing state action, are signed by members owning at least meeting-required interest. Section states no delivery recipient/method, collection period, counterpart rule beyond plural consents, revocation, or future-time/event mechanism. Electronic-signature definition includes electronic signature, but consent record mechanics remain unstated (§§ 79-29-105(y), -309) |
| Nonconsenter notice, records, remedies, and transaction boundaries | If written consent is not unanimous, nonsigners receive notice of executed consent within 20 days after execution; § 79-29-107 governs notice forms/effectiveness. No general vote/consent retention period stated. Inspection, duties, remedies, and substantive transaction validity remain separate (§§ 79-29-107, -115, -309) |
Requirements one by one
The certificate and agreement control internal procedure
Miss. Code § 79-29-123(1)-(3) makes the certificate and operating agreement the internal rulebooks for company affairs, business, member and manager rights and duties, and amendment. Chapter 29 fills gaps, while the section preserves its filing, good-faith, information, writing, liability, court, winding-up, and other limits.
Miss. Code §§ 79-29-101, 79-29-105(p), (t), (v), (y) identifies the Act and recognizes written, oral, or implied agreements and manual, facsimile, conformed, or electronic signatures.
Votes follow current profit percentages
Under Miss. Code § 79-29-309, each member's vote follows the member's current percentage in LLC profits. Members owning more than 50% of those profit percentages control unless another Chapter 29 section expressly requires more or the governing documents validly establish another rule.
Under Miss. Code § 79-29-401(1)-(6), manager responsibilities are document- delegated. Members elect managers, fill vacancies, and may remove managers with or without cause using the vote required for election.
Live-meeting procedure is document-controlled
The certificate or operating agreement supplies the meeting call, notice, waiver, quorum, adjournment, location, record date, and proxy mechanics. Chapter 29 states no standalone general defaults for those subjects.
Miss. Code § 79-29-107(1)-(4) makes electronic transmission written notice and permits notice in person, by delivery, telephone, voice mail, email, or other electronic means, subject to its effectiveness rules.
Chapter 29 states no general conference-call, video, remote-presence, voter- identification, or retained-remote-vote standard.
Written consent uses the meeting threshold
Members may act without a meeting, prior notice, or vote when one or more written consents state the action and are signed by members owning at least the interest required at a meeting where all members entitled to vote were present.
Section 79-29-309 states no delivery recipient or method, collection period, counterpart rule beyond plural consents, revocation, or future-time/event mechanism. The signature definition includes electronic signatures, but the section supplies no additional electronic-consent procedure.
Nonsigners receive notice within 20 days
If written consent is not unanimous, every nonsigning member must receive notice of the executed consent within 20 days after its execution. Section 79-29-107 supplies the notice forms and effectiveness rules.
Chapter 29 states no general member vote or consent retention period. The notice rule does not by itself decide whether the underlying action was valid under a transaction-specific statute or the governing documents.
What trips people up
- The default majority is economic. Count current profit percentages, not member headcount.
- Written consent needs signatures. An oral agreement among the required owners does not satisfy § 79-29-309's no-meeting route.
- No prior notice does not mean no notice. Nonsigners receive the executed consent notice within 20 days.
- Electronic notice is not remote attendance. Chapter 29 has no general live-meeting remote-presence rule.
Common questions
What vote controls an ordinary Mississippi LLC decision?
Members owning more than 50% of current profit percentages control unless the governing documents or a more specific statute requires another threshold.
May members act without holding a meeting?
Yes. The written consent must state the action and be signed by members holding at least the meeting threshold.
Must nonsigning members receive notice?
Yes. They must receive notice of the executed consent within 20 days after its execution.
Does Chapter 29 supply a default proxy form?
No standalone proxy procedure appears. Check the certificate, operating agreement, and other applicable law.
Statutes and sources
- Miss. Code §§ 79-29-101, 79-29-105, 79-29-107, and 79-29-123 — Act, agreement/signature definitions, notice forms/effectiveness, document hierarchy, and statutory floors. Official 2010 HB 683, sent to Governor (accessed August 30, 2026).
- Miss. Code § 79-29-309 — profit-interest voting, majority threshold, signed written consent without meeting or prior notice, and 20-day nonsigner notice. Official 2010 HB 683, sent to Governor (accessed August 30, 2026).
- Miss. Code § 79-29-401 — document-delegated manager governance and member election, vacancy, and removal votes. Official 2010 HB 683, sent to Governor (accessed August 30, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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