Content Overview
The Mississippi Operating Agreement form serves as a crucial document for business entities, particularly limited liability companies (LLCs), operating within the state. This form outlines the internal workings and management structure of the company, providing clarity on roles, responsibilities, and decision-making processes among members. It typically includes essential elements such as the purpose of the LLC, the contributions of each member, and the distribution of profits and losses. Additionally, the agreement addresses procedures for adding or removing members, resolving disputes, and handling the dissolution of the company, ensuring that all parties have a clear understanding of their rights and obligations. By establishing these guidelines, the Operating Agreement helps to prevent misunderstandings and conflicts, fostering a cooperative environment for business operations. Understanding the nuances of this form is vital for anyone looking to form an LLC in Mississippi, as it lays the groundwork for a successful and legally compliant business venture.
Mississippi Operating Agreement Preview
Mississippi Operating Agreement
This Operating Agreement ("Agreement") is made effective as of ______ [insert date], by and among the members whose names and addresses are listed at the end of this Agreement. The members hereby form a Limited Liability Company ("LLC") subject to the provisions of the Mississippi Limited Liability Company Act (the "Act"), after filing the Articles of Organization with the Mississippi Secretary of State.
Article I: Name and Duration
1.1 Name. The name of the LLC shall be _______________________ [insert LLC name], hereinafter referred to as the "Company."
1.2 Duration. The duration of the Company shall be perpetual until dissolved according to the terms in this Agreement or under the Act.
Article II: Principal Place of Business
The principal place of business shall be __________________________________ [insert principal business address], or such other place as the members may from time to time designate.
Article III: Purpose
The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Mississippi Limited Liability Company Act.
Article IV: Capital Contributions
4.1 Initial Contributions. The members hereby contribute the following property, cash or services in exchange for Membership Interests in the Company:
- Member Name: ___________________, Contribution: _________________, Membership Interest: ____%
- Member Name: ___________________, Contribution: _________________, Membership Interest: ____%
Article V: Distributions
Distributions shall be made to the members in proportion to their Membership Interests, or as otherwise unanimously agreed by the members. The timing and amount of distributions shall be determined by the members.
Article VI: Management
6.1 Management of the Company. The Company shall be managed by its members. Each member shall have authority to bind the Company in the ordinary course of its business.
6.2 Voting. Each member shall have voting rights proportional to their Membership Interest. Decisions shall be made by majority vote, except as otherwise required by this Agreement or by law.
Article VII: Changes to the Agreement
Amendments to this Agreement must be in writing and signed by all members.
Article VIII: Dissolution and Liquidation
Upon the occurrence of a dissolution event, the Company shall be dissolved and its affairs wound up in accordance with the Act. Assets shall be distributed to the members in proportion to their Membership Interests after the satisfaction of all debts and liabilities.
Article IX: Members
The names and addresses of the initial members are as follows:
- Name: ___________________, Address: ___________________
- Name: ___________________, Address: ___________________
This Agreement is executed on the date first above written and constitutes the entire agreement between the members regarding the Company, superseding all prior agreements, understandings, representations, and warranties between the members concerning the subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first above written.
Member Name: ___________________________________
Member Signature: _______________________________
Date: __________________________________________
Member Name: ___________________________________
Member Signature: _______________________________
Date: __________________________________________
Form Information
| Fact Name | Description |
|---|---|
| Purpose | The Mississippi Operating Agreement outlines the management structure and operating procedures for a limited liability company (LLC). |
| Governing Law | This agreement is governed by the Mississippi Limited Liability Company Act, specifically Title 79, Chapter 29 of the Mississippi Code. |
| Members' Rights | It details the rights and responsibilities of the members, including profit sharing and decision-making processes. |
| Amendments | The agreement can be amended as needed, provided that all members agree to the changes in writing. |
| Duration | It specifies the duration of the LLC, which can be perpetual or set for a defined period. |
| Dispute Resolution | The document may include provisions for resolving disputes among members, such as mediation or arbitration. |
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