A limited liability company’s operating agreement or company agreement is similar to a corporation’s shareholder agreement, and provides for the management of the LLC, and the rights and duties of the owners of the LLC (members) and the managers of the LLC, if any.
Specifically, the LLC operating agreement should address the company’s finances, capital contributions, percentages of ownership, voting rights, meetings, notices, buyouts, distribution of profits and losses, officers, and other matters. Limited liability companies generally may be managed by the members or by appointed or elected managers.
In Mississippi, a limited liability company (LLC) is governed by an operating agreement, which is a key document that outlines the internal operations and structure of the company. This agreement is akin to a corporation's shareholder agreement. It is not mandatory to have an operating agreement in Mississippi, but it is highly recommended as it provides clarity on the management of the LLC, and the rights and duties of the members and managers. The operating agreement should cover essential aspects such as the company's finances, capital contributions, ownership percentages, voting rights, procedures for meetings and notices, buyout provisions, and the distribution of profits and losses. It should also detail the roles of officers and the management structure, indicating whether the LLC will be member-managed or manager-managed. While Mississippi law provides default rules for LLCs in the absence of an operating agreement, having one allows members to customize the governance of their LLC to better suit their specific needs. The Mississippi Limited Liability Company Act, found in Title 79, Chapter 29 of the Mississippi Code, provides the statutory framework for LLCs in the state.