Mississippi LLC and The Carmela LLC Operating Agreement


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In 1993. Michael Prestia drafted a Limited Liability Agreement  for a Mississippi furniture Mfg. Co. with the assistance of Philip Whynott of  Bagley and Whynott Law Firm from Casper Wyoming  who visted MIssissippi Gulf Coast to assist him. Bagley and Whynott Law firms were  Co-Publisher of the Limited Liability Reporter and located in the first state to enact a law authorizing limited liability companies.  In 1996 ,Mississippi enacted their Limited Liability Company Act.   In 2018 to prevent Partnership Litigation and to promote Business  ownership in Mississippi, Michael G.  Prestia created :   

                                            "  THE CARMELA  OPERATING AGREEMENT "      

 Specially  Drafted for LLC Minority Partners preventing members from being"squeezed out" by the majority members  and those menbers contributing their skill knowledge and  experience for  an ownership interest;   creating Economic development in Mississippi . In drafting the LLC operating Agreement   major provisions  and the TrumpTax Cut & Jobs Act of 2017 Tax regulations with special emphasis of "Subchapter K" partnership allocations are considered to protect the rights of the multi-members against oppressive conduct , overreachingand expensive litigation  from the other members.

 The biggest tax advantage is the ability to pass the profits or losses to the owners.  Distinguished from the   "C" corporation with Double Taxation and a tax rate of 21%. The Carmela Operating agreement has 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.  

    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.                                                   

    Corporate and Limited Liability Company Annual Reports are due by April 15, 2023. If you have not filed your 2023Annual Reports your LLC and corporations could be suspended or may be dissolved . If your corporation or LLC has been dissolved your corporation would be required 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 and multi- 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. 

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