Mississippi: LLC Operating Agreement Requirements
The short answer
Mississippi does not require an ordinary domestic LLC to have an operating agreement, and an agreement may generally be written, oral, or implied. If the members use one, all initial members must agree to it; some duty, liability, voting, dissolution, and other provisions are enforceable only in the certificate of formation or a written agreement, while statutory defaults otherwise allocate control and economics by profit or contribution percentages.
Ask Ezel about your situation
This is the general rule in Mississippi. Ezel applies current Mississippi law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Revised Mississippi Limited Liability Company Act; 'operating agreement' or 'limited liability company agreement' (Miss. Code §§ 79-29-101, 79-29-105) |
|---|---|
| Required or optional | Optional — the Act calls the agreement part of the organizational documents 'if any'; all initial members must agree if one is adopted (Miss. Code §§ 79-29-105, 79-29-123(1)) |
| Permitted form and signatures | Generally written, oral, or implied; members, managers, assignees, and the LLC may be bound without signing. Specified provisions require a written agreement, and contribution promises require a signed writing; no general witness, acknowledgment, or notary rule (Miss. Code §§ 79-29-105, 79-29-123(3), (7), 79-29-503(1)) |
| Adoption timing and effect | No general adoption deadline or express preformation-effect rule. All initial members must agree; the LLC forms when the certificate is filed or on its permitted delayed effective date (Miss. Code §§ 79-29-123(1), 79-29-201) |
| Single member and assent | Sole-member agreement expressly enforceable; members, managers, assignees, and the LLC are bound without execution. Written admission terms may bind an unsigned entrant who satisfies stated conditions (Miss. Code § 79-29-105) |
| Management and authority defaults | Member-managed by current profit-interest percentages; more than 50% controls. Certificate or agreement may delegate to managers. Members are ordinary-course agents by default; in manager-management, members are not agents solely as members and managers are agents (Miss. Code §§ 79-29-305, 79-29-307, 79-29-309, 79-29-401) |
| Voting, economic, and transfer defaults | Votes follow current profit percentages; profits, losses, and distributions follow recorded unreturned contribution value. Later nonassignee admission needs all members' written consent; an assignee gets economics, not member governance, absent the agreement or other-member consent (Miss. Code §§ 79-29-301, 79-29-309, 79-29-505, 79-29-507, 79-29-703, 79-29-707) |
| Nonwaivable rules and duties | Broad customization, but good faith, protected information/court rights, filing rules, written-form requirements, and specified liability floors remain. Duties may be expanded, restricted, or eliminated only through the certificate or a written agreement where the Act so requires (Miss. Code §§ 79-29-123, 79-29-315, 79-29-803) |
| Amendment, filing, and records | Default amendment requires all members, except majority approval for a merger-result amendment. Certificate controls an inconsistent agreement; agreement itself is not filed, but annual report states whether a written one exists. Keep copies of effective agreements at the principal office (Miss. Code §§ 79-29-115, 79-29-123(2), 79-29-201, 79-29-215) |
Compare this rule across all 50 states + DC →
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)
Source links
Every statute quoted above, linked, with the date we checked it.
Get the answer for your situation
You just read how Mississippi handles this in general. Ezel applies current Mississippi law to your facts and answers your specific question, with citations.
Opens in Ezel Pro. Every answer cites the authority it relies on.