2010 Mississippi Code
TITLE 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 29 - Mississippi Limited Liability Company Act.
79-29-306 - Limited liability company agreement.

§ 79-29-306. Limited liability company agreement.
 

(1)  The members of a limited liability company may enter into a limited liability company agreement to regulate or establish the affairs of the limited liability company, the conduct of its business and the relations of its members. A limited liability company agreement may contain any provisions regarding the affairs of a limited liability company and the conduct of its business to the extent that such provisions are not inconsistent with the laws of this state or the certificate of formation. 

(2) (a)  A limited liability company agreement must initially be agreed to by all of the members. 

(b) If the certificate of formation or limited liability company agreement does not provide for the method by which a limited liability company agreement may be amended, then all of the members must agree to any amendment of a limited liability company agreement, including an amendment that occurs as the result of a merger with a domestic or foreign limited liability company. 

(3) (a)  A court of equity may enforce a limited liability company agreement by injunction or by such other relief that the court in its discretion determines to be fair and appropriate in the circumstances. 

(b) As an alternative to injunctive or other equitable relief, when the provisions of Section 79-29-802 are applicable, the court may order dissolution of the limited liability company. 
 

Sources: Laws,  1994, ch. 402, § 27, eff from and after July 1, 1994.