Is an operating agreement required for Mississippi LLCs?

This page has not confirmed whether Mississippi law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Mississippi requires, check the website of the state agency that registers LLCs in Mississippi, or ask a business attorney licensed in Mississippi.

Can I write my own Mississippi LLC operating agreement?

Yes, you can write your own Mississippi LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Mississippi's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Mississippi, and consider having a business attorney licensed in Mississippi review your draft before the members sign it.

Does a Mississippi LLC operating agreement need to be notarized?

This page has not confirmed whether Mississippi law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my Mississippi LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Mississippi's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Mississippi before you draft the agreement.

Can I amend my Mississippi LLC operating agreement later?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Mississippi's LLC law can apply, so check them, or ask a Mississippi business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Mississippi uses a separate filing, the Certificate of Amendment.

Mississippi LLC Operating Agreement: What to Include

Protect your business with a comprehensive operating agreement that meets Mississippi requirements and establishes clear rules for your LLC.

By Edmond Hui · Last updated: October 2026

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Key sections of a Mississippi LLC operating agreement, listing the 7 provisions the document should cover. — What a Mississippi operating agreement should contain, section by section. Source: Mississippi Secretary of State.

Watch: Mississippi LLC Operating Agreement: What to Include (2026)

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage, capital contributions, and membership interests. This section establishes who owns what portion of your Mississippi LLC and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. Clear management structure prevents confusion about who can bind the company in Mississippi.

Voting rights

Establish voting procedures, quorum requirements, and what decisions require unanimous vs. majority approval. Proper voting provisions ensure smooth operations and protect minority members.

Profit/loss allocation

Detail how profits, losses, and distributions will be allocated among members. This section matters for tax purposes and ensures fair compensation based on ownership or contribution levels.

Member duties

Outline each member's responsibilities, obligations, and restrictions on competing activities. Clear duty definitions protect your Mississippi LLC from conflicts of interest and ensure accountability.

Dissolution process

Specify triggers for dissolution and procedures for winding up the business and distributing assets. A clear dissolution process protects all members' interests when the LLC ends.

Amendment procedures

Establish how the operating agreement can be modified, including required approval levels and documentation. Proper amendment procedures allow flexibility while protecting member rights.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Mississippi law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Mississippi requires, check the website of the state agency that registers LLCs in Mississippi, or ask a business attorney licensed in Mississippi.
: Yes, you can write your own Mississippi LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Mississippi's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Mississippi, and consider having a business attorney licensed in Mississippi review your draft before the members sign it.
: This page has not confirmed whether Mississippi law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Mississippi's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Mississippi before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Mississippi's LLC law can apply, so check them, or ask a Mississippi business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Certificate of Formation on file with the state, Mississippi uses a separate filing, the Certificate of Amendment.

Sources

6 documents

Each entry below is a document recorded in our verified Mississippi sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Mississippi Limited Liability Company Act, Miss. Code sections 79-29-101 to 79-29-1317
Mississippi statute: Mississippi Code § 79-29-101 et seq. (LLC Act)
Mississippi statute: Mississippi Code Section 79-29-101 through 79-29-1303 (LLC Act)
Mississippi statute: Mississippi Code § 79-29-108 (operating agreement)
Mississippi statute: Miss. Code Ann. § 79-29-101 et seq. (LLC Act)
sos.ms.gov/business-servicesMississippi Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Mississippi LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your Mississippi LLC?

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