Mississippi LLC and Carmela Services Operating Agreement


       WELCOME TO THE MAGNOLIA STATE!  For Women Startups - MISSISSIPPI ranks  No.2  in the U.S. for Women Startups for financial liveability, affordability, economic, business tax rates, low cost of Living, hospitable  business climate, southern hospitality and beautiful beaches.Amazon announced May 6,2019 that Mississippi small and medium-sized businesses lead the nation in sales growth in the company’s online stores.  Women owned  startups can flourish on the  Mississippi  Gulf Coast and  is a top choice in the nation for women seeking  a place to launch their startup.    GO !  GIRL !

                   Mississippi Business  Manager or Franchise  Manager can have the opportunity to  become a Franchisor/ Business  Owner  : 

                                            "  CARMELA  SERVICES  OPERATING AGREEMENT "      

 Specially  Drafted for LLC Minority Members  CONTRIBUTING SERVICES, LABOR, KNOWLEDGE ,SKILL AND BUSINESS EXPERIENCE  IN Exchange  for   OWNERSHIP   Protection   against   "Squeeze Out "by Majority  Members in addition to your salary.     

    The  Mississippi Limited Liability  company is formed upon filing the certificate of formation with the Secretary of State’s office and the execution of the Operating agreement. The revised Mississippi LLC Act  came into effect January 1,2011 and mirrors  the Delaware LLC  Act which is regarded as having the best business laws in the country.  Member's rights and responsibilities are expressed  in  the written operating agreement. The Mississippi LLC can be used for all type of businesses,consulting firms,service businesses, Professions, Franchises, construction companies,Hotels,Land development  firms, Oil and Gas companies,joint ventures. The Mississippi LLC can hold title to real estate and personal property such as as office equipment and company vehicles. The Mississippi LLC is very flexible for business partners who want to incorporate in their operating  agreement the terms of their particular deal. The well written operating agreement outlines the distribution methods,rights and benefits of members and managing members,capitalization, dissolution, Bank designation  and any other rights ,duties,assignments and responsibilities necessary for the operation of the LLC. The biggest tax advantage is the ability to pass the profits or losses to the owners.  Unlike  "C" corporation,there is no double taxation and Section 199A of the Trump Tax Cut and Jobs act provides Tax Savings to Partnerships. The Mississippi LLC allows for "special allocation " of profits or the disproportionate splitting of profits.                                                    

    Corporate and Limited Liability Company Annual Reports are due by April 15, 2019. If you have not filed your 2019 Annual Reports your LLC and corporations will have been dissolved December 7, 2019. If your corporation or LLC has been dissolved your corporation would need to obtain a tax clearance letter from the Mississippi State Tax Commission.  The LLC does not request a tax clearance, you would pay the reinstatement fee and complete the package.  One benefit of filing for Mississippi LLC instead of a corporate form is that you are not requested to obtain a Mississippi State Tax Commission Clearance Letter should you inadvertently fail to file your annual report.

       Mississippi  allows for "single member " LLCs. Similar to Delaware, Mississippi is a  reliable and predictable state to form a Limited Liability Company. Mississippi  Chancery Courts decide Corporate cases and shareholder disputes  quickly and competently with a well developed and reasonably consistent body of corporate Law. By using the same language as Delaware LLC Act,Mississippi  has been able to use Delaware's Comprehensive body of case law to interpret the Mississippi LLC Laws. Officers may use the title President ,Vice President ,Secretary,Treasurer as well as Manager. Mississippi LLC corporate veil cannot be pierced by outside claims against your member's assets,unless an instance of fraud has been proven. Forming an LLC includes preparation of  Certificate of Formation , Custom operating agreement , member minutes, bills of sale  prepared to transfer personal property to your LLC,   Custom Corporate resolution for your bank,telephone conferences with the attorney,office visits upon request and membership certificates prepared and Federal tax ID number. We also recommend a Corporate  Record Book which includes a seal, certificates and Shipping. We accept credit card payment through Law Pay or Pay Pal.My office provides a free telephone conference to inform you about filing online by calling 228-868-6609. All forms of payment  can be made through paypal. 

  Advertising Disclaimer Required by the Mississippi State Bar: The Mississippi Supreme Court advises that a decision on legal services is important and should not be based solely on advertisements. Free background information is available upon request to a Mississippi attorney. The listing of any area of practice by a Mississippi attorney does not indicate any certification or expertise therein.