Florida LLC Operating Agreement (Guide + Free Template)

Atty. Danya Shakfeh
Published by Atty. Danya Shakfeh | Author
Last updated: May 15, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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If you're running an LLC in Florida, you must have an operating agreement for business and legal reasons.

To help you familiarize yourself with drafting an operating agreement, we teamed up with our seasoned attorneys, boasting decades of experience in the LLC sector. We also spent three weeks researching intricate components of a Florida operating agreement and why you need one.

This article brings you everything you need about a Florida LLC operating agreement.

Quick Summary

  • A Florida LLC operating agreement is an official document that controls the operations of an LLC.
  • You need an operating agreement in Florida to lay out business operations and uphold limited liability status.
  • Florida has seen a consistent increase in LLC formations year over year, often reflecting a growth rate exceeding 20%, mirroring national trends in entrepreneurship and business formation.
  • In my professional advice, having an operating agreement is essential to avoid being automatically subject to the default rules set by the state of Florida, which may not be suitable for all LLCs.

Florida LLC Operating Agreement Free Template

Download Member-Managed LLC Operating Agreement
Download Manager-Managed LLC Operating Agreement

Disclaimer: This template is offered for informational purposes only and is not intended as legal advice. We highly advise consulting a qualified attorney to confirm its suitability and accuracy for your specific needs. We assume no responsibility for any consequences arising from the use of this template.

We recommend reading our comprehensive article on the essential differences between member-managed and manager-managed LLCs before downloading our template.

What is a Florida LLC Operating Agreement?

Creating an LLC operating agreement in Florida

A Florida LLC operating agreement is a legal document that regulates the internal operations of an LLC created to meet the specific needs of the company members.

It outlines the agreement terms between LLC members, their obligations, financial assets, and ownership structure.

The different types of Florida LLC operating agreements include:

  • Single-member LLC operating agreement
  • Multi-member LLC operating agreement
  • Member-managed LLC operating agreement
  • Manager-managed LLC operating agreement
  • Protected series LLC operating agreement

How to Write a Florida Operating Agreement?

To write a Florida operating agreement, you must have all your company details, including LLC basic information, member's information, and LLC organization, or consult a business lawyer.

Here are the steps you'll need to take to draft an operating agreement in Florida: 

1. Define Ownership Structure

Defining ownership structure

You should define the ownership structure as a first step in writing an operating agreement. LLCs can set their ownership structures depending on membership interest or equal say.

Each class of ownership percentage may grant members varying corporate voting rights with each interest described in your LLC’s operating agreement.

The agreement should also specify how the profits and losses of the company will be distributed among the members under the ownership structure.

2. Decide Management Structure

The next step is to specify how your LLC will be run.

In Florida, choosing between a member-managed and a manager-managed LLC is necessary: 

  • Member-managed: In this arrangement, the LLC is personally managed or operated by the members or owners. They don't need to hire a manager because they are actively involved in the business's everyday operations.
  • Manager-managed: In this structure, the members choose the management to run the LLC daily. The manager need not be an employee of the organization; they could be an outsider hired for the job.

3. Define Duties, Responsibilities, and Compensation

Pointing at rules, responsibilities and compensation agreemeent

In addition to the management, your operating agreement may stipulate the duties, responsibilities, and restrictions imposed on said management.

Members of an LLC created in Florida automatically owe loyalty and care to one another under fiduciary obligations.

They must, therefore, behave in the organization's and their fellow members' best interests.

This step is a crucial section of your Florida operating agreement if any internal conflict results in legal action.

Further, the provision should state that managers have a right to get paid for their work. Compensation made out of pocket for LLC expenses by members or managers must be repaid.

4. Include Restrictions for Membership Interest or Withdrawal

You can simultaneously recruit a new member for your LLC or fire an existing one. Again, the provisions for such must be included in your operating agreement.

  • What happens if a member joins: Specify the onboarding procedure, the rewards they will receive, and the required initial investment.
  • What happens when a member withdraws: Give specifics on the member's rights after they leave the LLC. In addition, you are required to inform the Secretary of State of any ownership changes.

5. Provide Provisions for LLC Dissolution

Providing a provision for an LLC dissolution

It's essential to provide clauses for dissolution because you might choose to dissolve your LLC at some point.

Your LLC's operating agreement should include this scenario and how other members might be affected:

  • A strategy for dissolving your LLC so you're not compelled to follow the state's default guidelines for closing your company.
  • The vote required to begin the dissolution process.
  • How members will divide the LLC's assets and losses before winding down.
  • The wind-down procedures.

6. Insert a Severability Clause

You should also set a severability clause. This provision enables you to eliminate sections declared unconstitutional, illegal, or unenforceable by a court decision without altering the other terms of the operating agreement.

This clause is crucial given that your agreement gives you the right to disregard Florida law.

Why Do You Need an LLC Operating Agreement in Florida?

Document for an LLC agreement in Florida

You need an LLC operating agreement in Florida to maintain corporate formalities, including ownership, operations, and status.

According to the Florida State Law Statute, a Florida limited liability company may take up an operating agreement; however, the Florida Department of State does not require it to do so.

We recommend having one for several reasons:

Proof of Ownership

An operating agreement includes clauses of ownership for the LLC. The LLC owners usually use such clauses to prove their ownership. 

Additionally, most banks will ask for a copy of the Florida LLC operating agreement when creating a business account to show the owners.

This requirement's goals are to demonstrate the LLC's legitimacy and state acceptance and display the list of owners and their ownership stakes in the company.

Uphold Its Limited Liability Status

Reading limited liability status

The primary intent of forming a Florida LLC is to offer limited liability protection for its owners/members.

A properly drafted operating agreement helps define the necessary asset division between the business entity and its members.

This legal document reinforces the limited liability protection provided by a Florida LLC entity and prevents any ambiguity regarding the members' personal assets and the LLC's assets.

Define LLC Operational Guidelines

An operating agreement will establish standard operating procedures that outline how decisions are made, how meetings are held, and other key company practices.

Because of this, day-to-day operations may operate more smoothly, and members may find it simpler to learn how to conduct business.

Furthermore, it may help ensure that everyone connected to the LLC knows their responsibilities.

Intricacies of the LLC itself, including accounting practices, required capital contributions from members, allocation of members' profits and losses, asset distribution, and dissolution processes, are all covered by an LLC operating agreement.

Due to their clarity and ability to serve as a solid foundation, these provisions are vital to single- and multi-member organizations.

Bypass Florida's Default Laws

Bypassing Florida's default laws

The Florida Revised Limited Liability Company Act's default rules and regulations apply to every LLC without its own operating agreement [1].

The Florida LLC Act fails to solve typical problems, including buyouts, capital contributions, and informal deadlock resolutions while giving members in majority control a great deal of authority.

Relying on the LLC statute also raises the likelihood of litigation because there are no alternative ways for members to settle disagreements without going to court.

Members can manage LLCs without relying on the Florida LLC Act's default guidelines by having an operating agreement in place.

"The Florida law assumes that LLC members have better knowledge of their business than the state, leading them to draft an operating agreement."
- Jeramie Fortenberry, Attorney 

FAQs

Does Florida Require an Operating Agreement for LLCs?

No, Florida does not require an operating agreement for LLCs. But, having one is a smart business decision as the agreement sets rules for the LLC, protecting its status and ownership.

Does an Operating Agreement Need to Be Notarized in Florida?

No, an operating agreement does not need to be notarized in Florida. However, the agreement may be notarized if members and owners of the LLC want the agreement to go on public record.

Does a Florida Multi-Member LLC Need an Operating Agreement?

Yes, a Florida multi-member LLC needs an operating agreement. This is because an operating agreement details a member's responsibility, duties, compensation, contributions, and distribution of profits and losses.

About The Author

Author
Atty. Danya Shakfeh, with over ten years of experience as a corporate attorney, leads Motiva Law, offering strategic legal advice to entrepreneurs. She is skilled at transforming complex legal concepts into clear strategies, allowing clients to pursue their goals. A "Rising Star" by Super Lawyers and an alumna of Northwestern University Pritzker School of Law, Danya is distinguished in business law.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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