IMPORTANT NOTICE – PLEASE READ
The following template is provided solely for educational and drafting-assistance purposes. It is not legal advice and does not create an attorney–client relationship. Mississippi law (and federal law) changes periodically, and the applicability of any provision depends on the specific facts and circumstances.
Before filing or relying on this document, consult a licensed Mississippi attorney and confirm that every provision complies with the most current statutes, regulations, and Secretary of State filing requirements.
ARTICLES OF ORGANIZATION
OF [LLC NAME]
(A Mississippi Limited Liability Company)
[Effective Date: ____]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
(Section headings appear for completeness and ease of cross-reference. Some traditional contract sections are intentionally abbreviated because Articles of Organization filed with the Mississippi Secretary of State (“MS SOS”) focus on formation-critical information. Expand or delete any provision that does not serve the client’s objectives or MS SOS requirements.)
1. DOCUMENT HEADER
1.1 Formation. These Articles of Organization (“Articles”) are executed pursuant to Title 79, Chapter 29 of the Mississippi Code Annotated (the “Mississippi LLC Act”) to form a Mississippi limited liability company (the “Company”).
1.2 Name. The legal name of the Company is [FULL LEGAL NAME OF LLC], which shall contain the words “Limited Liability Company,” “L.L.C.,” or “LLC” as required by law.
1.3 Effective Date. The Company comes into existence on the date these Articles are filed and accepted by the MS SOS or on the delayed effective date of [DATE, not more than 90 days after filing] if so provided in the MS SOS filing data.
1.4 Duration. The Company shall exist in perpetuity unless sooner dissolved in accordance with the Mississippi LLC Act or the Operating Agreement (as defined below).
1.5 Principal Office. The street address of the Company’s principal place of business is:
[STREET ADDRESS]
[CITY, MS ZIP]
1.6 Registered Agent & Office.
(a) Registered Agent: [INDIVIDUAL OR COMPANY NAME]
(b) Street Address of Registered Office: [MISSISSIPPI STREET ADDRESS (NO P.O. BOX)]
[// GUIDANCE: The registered agent must have a physical street address in Mississippi. Confirm the agent’s consent to serve before filing.]
2. DEFINITIONS
For purposes of these Articles:
“Act” means the Mississippi LLC Act, as amended.
“Indemnitee” has the meaning set forth in Section 7.2.
“Manager” means each person designated in Section 3.4(b) (or successor Manager elected under the Operating Agreement).
“Member” means each person whose name is set forth in Section 3.3 (or admitted thereafter under the Operating Agreement).
“Operating Agreement” has the meaning set forth in Section 3.2.
(All capitalized terms not defined herein have the meanings assigned in the Act.)
3. OPERATIVE PROVISIONS
3.1 Purpose. The Company may engage in any lawful business for which a limited liability company may be organized under the Act.
3.2 Operating Agreement. The Members have adopted or will adopt a written operating agreement (“Operating Agreement”) to regulate the Company’s internal affairs and the conduct of its business.
[// GUIDANCE: Mississippi does not require filing the Operating Agreement with the MS SOS, but a written OA is strongly recommended for liability-shield and governance clarity.]
3.3 Initial Members. The names and mailing addresses of the initial Members are:
• [NAME, ADDRESS]
• [NAME, ADDRESS]
[Add rows or attach Schedule A as needed.]
3.4 Management Structure. The Company is:
☐ Member-Managed
☐ Manager-Managed – If this box is checked:
(a) The Members delegate to one or more Managers full authority to manage the affairs of the Company except as limited by the Operating Agreement.
(b) The name and mailing address of each initial Manager is:
• [NAME, ADDRESS]
[Select one option and delete the other.]
3.5 Capital Contributions. Each Member has contributed or has agreed to contribute the property or services set forth in the Operating Agreement. Additional contributions shall be governed by the Operating Agreement.
3.6 Limited Liability. No Member, Manager, officer, or agent of the Company shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, officer, or agent, as provided in the Act.
3.7 Indemnification & Advancement. See Section 7.2 herein.
3.8 Records; Inspection. The Company shall maintain the records required by the Act at its principal office and make them available for inspection by Members or their agents upon reasonable notice, subject to reasonable confidentiality restrictions in the Operating Agreement.
3.9 Fiscal Year. The fiscal year of the Company shall end on [MONTH DAY] of each year or as otherwise determined in the Operating Agreement.
3.10 Tax Classification. For U.S. federal (and, if applicable, Mississippi) tax purposes, the Company shall be classified as:
☐ A disregarded entity (single-Member)
☐ A partnership
☐ A corporation (check-the-box election to be filed)
[Select one.]
4. REPRESENTATIONS & WARRANTIES
Each person executing these Articles represents and warrants to the Company and the other signatories that:
4.1 Authority. He or she has full legal capacity and authority to execute these Articles and to perform all obligations contemplated hereby.
4.2 Accurate Information. All information provided in these Articles and any related MS SOS filings is true, correct, and complete to the best of such person’s knowledge and belief.
[// GUIDANCE: Although representations & warranties are uncommon in filed Articles, including them here provides an evidentiary basis if the filing is later challenged.]
5. COVENANTS & RESTRICTIONS
5.1 Compliance. The Company shall comply in all material respects with applicable federal, state, and local laws, including any licensing, permitting, or reporting requirements specific to its business.
5.2 Annual Report. The Company shall file its Mississippi LLC Annual Report with the MS SOS each calendar year on or before April 15 and pay all required fees, as required by the Act. Failure to do so may result in administrative dissolution.
5.3 Publication. Mississippi presently imposes no publication requirement for LLC formation. If publication becomes required by law, the Company shall comply within the statutory timeframe.
6. DEFAULT & REMEDIES
6.1 Events of Default. For purposes of these Articles, an “Event of Default” occurs if any person knowingly:
(a) Makes a false statement in these Articles or any amendment;
(b) Files these Articles without authority; or
(c) Fails to maintain a registered agent for 60 consecutive days.
6.2 Cure Period. The defaulting party shall have 30 days after written notice to cure the Event of Default to the reasonable satisfaction of the non-defaulting parties.
6.3 Remedies. If the default is not timely cured, the non-defaulting parties may pursue:
(a) specific performance or injunctive relief;
(b) damages proximately caused by the breach; and
(c) recovery of reasonable attorneys’ fees and court (or arbitration) costs.
7. RISK ALLOCATION
7.1 Limitation of Liability. To the fullest extent permitted by the Act, the liability of each Member, Manager, officer, or agent for monetary damages shall be limited to the maximum extent the Act allows.
7.2 Indemnification. The Company shall indemnify and hold harmless each Member, Manager, officer, agent, or employee (each, an “Indemnitee”) from and against any and all liabilities and expenses, including attorneys’ fees, incurred by reason of any act performed or omitted in good faith on behalf of the Company and in a manner reasonably believed to be in or not opposed to the best interests of the Company, except as otherwise prohibited by the Act. The Company shall advance expenses to an Indemnitee upon receipt of a written undertaking to repay if it is ultimately determined that such Indemnitee is not entitled to indemnification.
7.3 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against him or her in such capacity, whether or not the Company would have power to indemnify against that liability.
7.4 Force Majeure. No party shall be liable for any delay or failure in performance under these Articles due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, governmental orders, or natural disasters, provided such party promptly notifies the other parties and uses commercially reasonable efforts to mitigate the impact.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles and any dispute arising under or related to the formation or internal affairs of the Company are governed by the laws of the State of Mississippi, without regard to its conflict-of-laws rules.
8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to the Company’s internal affairs shall be brought exclusively in the [Name of Mississippi Chancery Court or “state_business_court”] located in [COUNTY], Mississippi (or any appellate court thereto).
8.3 Arbitration (Optional). If the Members or Managers elect arbitration for internal disputes:
(a) Any controversy or claim arising out of or relating to these Articles or the Operating Agreement shall be resolved by binding arbitration administered by the [American Arbitration Association] under its Commercial Arbitration Rules.
(b) The seat of arbitration shall be [CITY], Mississippi.
(c) Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
8.4 Jury Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING COUNTERCLAIMS) ARISING OUT OF OR RELATING TO THE COMPANY.
8.5 Injunctive Relief. Nothing in this Section 8 shall limit any party’s right to seek provisional remedies, including temporary restraining orders or preliminary injunctions, in a court of competent jurisdiction to preserve the status quo pending resolution of any dispute.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended or restated only by filing a certificate of amendment or restatement with the MS SOS, duly executed by an authorized person, and in accordance with the Act and the Operating Agreement.
9.2 Severability. If any provision of these Articles is invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity, and the remaining provisions shall continue in full force and effect.
9.3 Integration. These Articles constitute the entire filing document for the formation of the Company and supersede all prior drafts or discussions of these Articles. They do not supersede the Operating Agreement, which governs the rights and obligations among the Members and Managers.
9.4 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.
9.5 Assignment. Rights under these Articles are not assignable except as provided in the Act or the Operating Agreement.
9.6 Electronic Signatures. A manual, facsimile, or electronic signature, or any electronic filing with the MS SOS, shall be deemed an original for all purposes.
9.7 Counterparts. These Articles may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned has executed these Articles as of the Effective Date set forth above:
[NAME OF AUTHORIZED PERSON]
By: ______
Name: [PRINTED NAME]
Title: ☐ Member ☐ Manager ☐ Organizer
Date: __
[Add additional signature blocks as needed.]
[OPTIONAL NOTARY ACKNOWLEDGMENT – only if required for non-electronic filing]
State of Mississippi )
County of ____ )
On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument, and acknowledged he/she executed the same for the purposes therein contained.
Notary Public
My commission expires: ____
[// GUIDANCE – FILING CHECKLIST]
1. Confirm the chosen name is available via the MS SOS Name Reservation system.
2. Obtain written consent of the Registered Agent.
3. File electronically through the MS SOS online portal or submit a paper filing (Form F0012) with the requisite state filing fee.
4. Retain the Secretary of State’s Certificate of Formation once issued.
5. Calendar the annual report due each April 15.
6. Draft and execute the Operating Agreement immediately after formation.
7. If electing corporate tax status, file IRS Form 8832 (or 2553 for S-Corp) within the required timeline.
8. Maintain company records in a secure minute book (physical or electronic).
End of Template