International Legal Services

Mississippi – Limited Liability Companies

General information about the State	Nickname: Magnolia State Population: 2,716,000 (31st place) Area: 48,434 sq miles (32nd place) Admitted to Union: the 10th of December, 1817 Capital City: Jackson (population 197,000) Other cities: Biloxi (46,000), Greenville (45,000)
Possible names with example of Alpha	Alpha Limited Liability Company Alpha LLC Alpha L.L.C.
The minimum number of members	One
Company management	LLC is managed by its members unless operating agreement or the certificate of formation states that LLC is to be managed by one or more managers. If not otherwise provided in the operating agreement or the certificate of formation, members are given one vote each, with a majority vote required to take membership action. Unless otherwise provided by the certificate of formation or operating agreement, managers are elected, removed and manager vacancies filled by members (presumably, by normal membership voting rules). Operating agreement must be in writing. When LLC has nominee members an attorney is appointed to manage LLC on the basis of power of attorney. As a rule, general power of attorney and a restricted one only for the purpose to open bank account are issued by nominee members in favor of company’ beneficial owner or authorized persons.
Amendments to Certificate of Formation and Operating Agreement	Unless otherwise provided by the certificate of formation or operating agreement, all members must agree to amend the certificate. Amendments to operating agreement must be approved by all members.
Withdrawal of Members	If not prohibited in the certificate of formation or operating agreement, a member can withdraw at any time upon 30 days’ written notice to the other members. If the withdrawal is in violation of the operating agreement, a member can be held personally liable for financial damages caused by the withdrawal from the LLC. If not otherwise provided in the operating agreement, a withdrawing member is entitled to receive the fair value of the member’s interest within a reasonable time after withdrawal. Except as provided in the certificate of formation or operating agreement, the LLC automatically dissolves after the dissociation of a member, unless the remaining members unanimously vote to continue the LLC within 90 days after dissociation of a member.
Annual Report	Each company should present annual report to the Secretary of the State due on the date of registration of the LLC.
Taxation	State tax treatment of the company follows IRS classification for federal income tax. Sales tax – 7%