LLC Operating Agreement Requirements in Mississippi

At a glance

Requirements one by one

Governing law and document name

Mississippi Code § 79-29-101 calls chapter 29 the Revised Mississippi Limited Liability Company Act. Section 79-29-105 recognizes either “operating agreement” or “limited liability company agreement” as the name for the members' agreement about the LLC's affairs and business.

Required or optional

An agreement is optional. Section 79-29-105 calls the certificate and the operating agreement, “if any,” the LLC's organizational documents. If the members adopt an agreement, § 79-29-123(1) requires every initial member to agree to it. When the documents do not address a covered matter, chapter 29 supplies the rule.

Permitted form and signatures

Section 79-29-105 recognizes written, oral, and implied agreements. Members, managers, assignees, and the LLC itself may be bound without executing the agreement, and a sole-member agreement is not unenforceable merely because only one person is a party. Chapter 29 imposes no general witness, acknowledgment, or notarization formality on the agreement.

That flexibility has important limits. Section 79-29-123(7) lists duty, liability, voting, admission, dissolution, and other provisions that must appear in the certificate or a written operating agreement to be enforceable. A promise to contribute also needs a writing signed by the member under § 79-29-503(1).

Adoption timing and effect

Chapter 29 states no general adoption deadline and does not provide a separate rule for when preformation terms become effective. Section 79-29-123 requires all initial members to agree to the initial agreement. Section 79-29-201 places LLC formation when the certificate is filed, or on a stated delayed effective date no more than 90 days after filing.

Single member and assent

Section 79-29-105 expressly validates a one-member agreement. It also binds the LLC, members, managers, and financial-interest assignees without requiring each of them to sign. A written agreement may admit a person without that person's execution when the person or an authorized representative satisfies the stated conditions, including by conduct such as paying for the interest.

Management and authority defaults

Mississippi's default is member management weighted by current profit interests. Under § 79-29-305, members owning more than 50% of those interests control. The certificate or agreement may delegate management to one or more managers, and § 79-29-401 permits a nonmember manager.

Authority to bind outsiders follows the management choice. Section 79-29-307 makes every member an ordinary-course agent in the default structure, subject to the stated actual-authority and third-party-knowledge limits. In a manager-managed LLC, a member is not an agent solely as a member; each manager has the statutory ordinary-course agency role unless the governing documents provide otherwise. The Act does not give the same automatic binding rule to an extraordinary act.

Voting, economic, and transfer defaults

Section 79-29-309 weights member votes by current profit percentages and generally makes more than 50% controlling unless another section requires more. Sections 79-29-505 and 79-29-507 default profits, losses, and distributions to the recorded agreed value of contributions received and not returned.

For a later nonassignee member, § 79-29-301 defaults to all members' written consent when the certificate and agreement do not provide another route. An assignment under § 79-29-703 transfers the financial right to profits, losses, distributions, and tax items, but not management or member powers. The assignee becomes a governance member only through § 79-29-707's document or consent routes, with a narrow last-member exception.

Nonwaivable rules and duties

Section 79-29-123 permits broad customization, while § 79-29-123(3)-(8) preserves identified floors. The documents cannot eliminate the implied covenant of good faith and fair dealing, unreasonably restrict statutory information or member-action rights, alter Secretary of State filing rules, waive a required writing, or remove the court's specified dissolution powers. Liability cannot be eliminated for an improper financial benefit, intentional harm, intentional crime, the listed unlawful distributions, or a bad-faith covenant violation.

Manager, officer, and managing-member conduct standards may be expanded, restricted, or eliminated through the certificate or a written operating agreement within those limits. Section 79-29-803 separately preserves chancery- court dissolution for impracticability, persistent and pervasive fraud or abuse of authority, or misapplication or waste of company property.

Amendment, filing, and records

If the documents do not specify an amendment method, § 79-29-123(2) requires all members to agree, except that an amendment resulting from a merger needs a majority. Mississippi also makes the certificate control: the operating agreement governs only to the extent it is not inconsistent with the certificate.

The operating agreement itself is not a required Secretary of State filing. The certificate may contain optional governance terms, however, and current § 79-29-215 requires the annual report to state whether the LLC has a written operating agreement.

Section 79-29-115 requires the LLC to keep copies of every then-effective agreement at its principal place of business. Section 79-29-315 gives a member a good-faith, purpose-related route to written agreements, amendments, and other company information, subject to reasonable standards and permitted restrictions.

What trips people up

Oral validity does not make every oral term enforceable. Mississippi names specific provisions that must be in the certificate or a written operating agreement, and contribution promises separately require a signed writing.

The certificate can outrank the private agreement. Section 79-29-123 makes the agreement govern only when it is consistent with the filed certificate.

Default control is percentage-based. More than 50% of current profit interests, not a majority of people, supplies the ordinary member vote unless the documents validly choose another rule.

The agreement stays private, but its existence may not. The annual report must say whether the LLC has a written operating agreement even though the agreement itself is not attached.

Common questions

Can a Mississippi LLC use a nonmember manager? Yes. Section 79-29-401 says managers need not be members or Mississippi residents.

Does an assignee automatically become a voting member? No. Section 79-29-703 separates financial rights from governance, and § 79-29-707 supplies the routes to member status.

May an oral agreement change fiduciary duties? Not when the change falls within § 79-29-123's written-only provisions. Duty expansion, restriction, or elimination must be in the certificate or a written operating agreement and remains subject to the statutory liability and good-faith floors.

Statutes and sources

• Miss. Code §§ 79-29-101, 79-29-105 — Act name; agreement names, forms, unsigned-party effect, sole-member validity, admission by conduct, and “if any” status. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code §§ 79-29-119, 79-29-123 — governing law, initial unanimity, agreement scope, amendment default, certificate priority, mandatory floors, written-only terms, duties, and liability limits. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code §§ 79-29-201, 79-29-305, 79-29-307, 79-29-309, 79-29-401 — formation, percentage-based management and voting, agency, and manager choice. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code §§ 79-29-301, 79-29-505, 79-29-507, 79-29-703, 79-29-707 — admission, contribution-based economics, assignment, and governance admission. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code §§ 79-29-115, 79-29-315 — retained agreement copies and member information rights. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code § 79-29-803 — protected judicial-dissolution grounds. https://raw.githubusercontent.com/unicourt/cic-code-ms/master/transforms/ms/ocms/r78/gov.ms.code.title.79.html (accessed 2026-07-26)
• Miss. Code § 79-29-215 — annual report discloses whether a written agreement exists. https://billstatus.ls.state.ms.us/documents/2021/html/SB/2200-2299/SB2204SG.htm (accessed 2026-07-26)