Mississippi Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members

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Description

Section 404(d) of the Uniform Limited Liability Company Act provides:


Action requiring the consent of members or managers under this Act may be taken without a meeting.

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FAQ

The following operating agreement statutes are from the Revised Mississippi Limited Liability Company Act: Statute 79-29-123. General standards of conduct and construction and application of certificate of formation and operating agreement; scope, function, and limitations.

A written consent is a document governing bodies within companies can adopt resolutions and take action. A resolution is a statement describing action taken by a governing body within a company. Within a corporation, shareholders, boards of directors and committees of directors may take action by adopting a resolution.

§ 79-29-315 - Access to and confidentiality of information; records. (f) Other information regarding the affairs of the limited liability company as is just and reasonable.

Profanity in Public Title 97, Chap. 29 §47 It is illegal in Mississippi for anyone to ?profanely swear or curse, or use vulgar and indecent language, or be drunk in any public place, in the presence of two or more persons.?

If any man and woman shall unlawfully cohabit, whether in adultery or fornication, they shall be fined in any sum not more than five hundred dollars each, and imprisoned in the county jail not more than six months; and it shall not be necessary, to constitute the offense, that the parties shall dwell together publicly ...

§ 79-29-1015 - Transactions not constituting transacting business.

No, it's not legally required in Mississippi under § 79-29-123. Single-member LLCs need an operating agreement to preserve their corporate veil and to prove ownership. And multi-member LLCs need one to help provide operating guidance, determine voting rights and contributions.

The LLC Organizational Consent in Lieu of Meeting becomes an official internal document of the LLC, and, once executed, members can't withdraw their consent without approval from other signatories. It's typically used by initial members of an LLC to agree to the certificate of formation or where a meeting is required.

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Mississippi Unanimous Consent to Action By the Members of a Limited Liability Company, in Lieu of a Meeting, Ratifying Past Actions of Managing Member and/or Members