Mississippi LLC & The Carmela LLC Operating Agreement

MISSISSIPPI: Ranks #2 in the U.S. for Women Startups for financial livability, 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.

The Carmella LLC Operating Agreement:

Specially Drafted for LLC Minority Partners preventing members from being squeezed by the majority members and those members contributing their skill knowledge and experience for an ownership interest; to avoid probate, 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, overreaching and expensive litigation from the other members and can be used to avoid probate of Mississippi real property.

The biggest tax advantage is the ability to pass the profits or losses to the owners. Distinguished from the & 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.

Mississippi LLC:

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 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 January,2025. If you have not filed your 2025 Annual 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.