Florida LLC Operating Agreement: Why and How to Get One

Do I need an operating agreement in Florida?

Under Florida’s Limited Liability Company Act (Chapter 605), operating agreements aren’t mandatory but have considerable legal authority. According to Sections 605.0105–0106, an operating agreement can:

• Establish rights and duties for all involved parties
• Govern member relationships, management responsibilities, and how the company conducts business
• Hold all parties accountable, including future members and managers

In other words, an operating agreement sets expectations and specifies everyone’s role in the company. This is especially useful if disputes or issues arise, as it’s a legally binding agreement that the company and its members can enforce. 

Benefits of having a FL operating agreement

A Florida operating agreement might seem unnecessary if you’re operating a single-member LLC or have genuine trust in your partner(s). It’s also optional in the state, so why even invest the time to create one? Here are a few reasons for your consideration:

• Personal asset protection. An operating agreement reinforces that your LLC is a separate legal entity from its owners and members, which helps protect your personal assets during legal disputes. 
• Formalize verbal agreements. With your terms in writing, it’s easier to prevent misunderstandings and provide clear documentation that everyone can reference. 
• Structure your operation. Your agreement establishes how decisions should be made, how profits and losses are shared, and what steps to take to resolve conflicts. 
• Banking and financial proof. Lenders and banks often ask LLC owners for a copy of their operating agreement to open an account or apply for a loan. 

Most importantly, an operating agreement allows you to specify internal rules for your LLC. Without one, Florida law automatically governs your LLC’s matters, as specified in Sec. 605.0105(2). 

Key components of a Florida LLC operating agreement

Florida doesn’t have a standard format or template for LLC operating agreements. That said, Sec. 605.0105 sets some basic parameters—mainly that your operating agreement can’t contradict state law or certain LLC provisions from the chapter. For instance, an operating agreement can’t overrule the state requirement that LLCs must have a registered agent. 

Although there’s no set format you need to follow, most Florida operating agreements typically contain the following components. 

LLC general information

Like any binding document, an operating agreement starts with general information about your business, such as: 

• Your LLC’s official name (exactly as it appears on state filings)
• Formation date
• Principal business address
• Registered agent information

You may also want to include additional details like your LLC’s purpose, whether there’s a set duration for the business, and any other relevant information about your company’s formation. If you’re still in the process of forming your LLC, you might wait for confirmation from the Florida Division of Corporations before proceeding. 

Then, you might also include a statement of intent—a formal declaration that your LLC will comply with all applicable Florida and federal laws. 

Membership details

Next, you’ll document who owns and runs your LLC, including the following information: 

• Names and contact information for all LLC members
• Each member’s ownership percentage and initial capital contributions
• Whether your LLC is member-managed or manager-managed

For the last point, keep in mind that Florida law (Sec. 605.0407) automatically considers your LLC member-managed unless you specify otherwise. 

Operating and voting procedures

As the name implies, an “operating” agreement should establish how your LLC makes decisions and conducts business. Building on the details from the previous section, you’ll want to specify who oversees what in your business—from day-to-day operations to major decisions like taking on debt or buying property.

You’ll also specify voting rights in your operating agreement: 

• Under Florida law (Sec. 605.04073), voting power in member-managed LLCs is proportional to each member’s profit share, and most business actions need approval from all the members. 
• In manager-managed LLCs, managers have equal voting rights for regular business decisions, while members retain voting rights for more significant matters and changes. 

Still, your operating agreement can establish different operating or voting procedures that work better for your business. You’ll also want to establish when and how often meetings occur, notice requirements, and how members can participate. 

Lastly, per Sec. 605.0105(6), you might consider outlining any consequences for members who fail to comply with the operating agreement’s terms. 

Financial structure 

Your operating agreement should explain how your LLC handles money—both coming in and going out. First, you’ll want to specify how profits and losses are shared among members (by default, this typically follows ownership percentages). You should also specify the standard way to pay owners, such as using regular direct deposits or agreeing to periodic owner’s draws. 

Likewise, you can address how you want to be taxed in your operating agreement. While LLCs typically follow default tax rules (i.e., single-member LLCs are taxed as sole proprietorships, while multiple-member LLCs are taxed as partnerships), you might choose to be taxed as a corporation if it makes better sense for your financial situation. 

If applicable to your company's business, you can also include whether members are required to make additional capital contributions and, if needed, what happens when a member can’t contribute their share (Sec. 605.0403) 

Membership changes

As your business grows, you may expand, add or remove members, or transfer membership interests. Your operating agreement can specify how to handle each situation. For new members, the agreement should include the approval process, required capital contributions, and how ownership percentages will be adjusted. 

When it comes to removing members, you should establish clear guidelines and specify any events that warrant member removal, such as: 

• Voluntary withdrawal after providing required notice 
• Breaching the operating agreement
• Engaging in illegal activities or conduct that harms the company’s reputation
• Death, personal bankruptcy, incapacity due to illness, or similar significant matters 

You’ll also want to consider how your company will handle these events, including succession plans, methods for appraising fair market value, and payout terms. 

Amendment and dissolution terms 

If you ever want to update your operating agreement or articles of organization, you’ll typically need approval from all members (Sec. 605.04073). Still, your existing agreement should outline how proposed changes will be presented, discussed, and documented among members. You might even propose periodic reviews to ensure all information is still accurate and relevant to your business.

Lastly, you should consider the plans for dissolving your business if it ever comes to that. Your agreement can name any qualifying events that trigger dissolution, such as unanimous member agreement, bankruptcy, or the death of key members, among others. Be sure to also include procedures for winding down (e.g., settling debts and distributing assets). 

How to create a Florida LLC operating agreement

As you can see, there’s no shortage of information in a Florida LLC operating agreement. While you can draft it yourself using online templates, sometimes it’s better to leave it to the professionals. At LegalZoom, we’ll create your operating agreement for as low as $99 and send it to you for all members to sign. 

Regardless of how you proceed, here’s how to start working on your operating agreement. 

1. Gather member information

First, collect all relevant information about your LLC and its members. This includes names, mailing and business addresses, contact information, and each member’s planned capital contributions. Be sure to keep records of all initial contributions and update them as needed to track future contributions. 

You can also gather information like your federal tax ID issued by the Internal Revenue Service (IRS), articles of organization, and registered agent details.

2. Decide on the management structure

As discussed, you’ll need to specify whether your LLC will be member-managed or manager-managed. For single-member LLC owners operating a small business, this might be straightforward if you manage the company yourself. 

If you have multiple members, you should consider each member’s day-to-day involvement, expertise, and time commitment when selecting your management structure.

3. Draft the agreement

Whichever structure you choose, it’s recommended to review Florida’s LLC laws regarding management rights and responsibilities if you draft your agreement yourself. Alternatively, you might leave it to a reputable operating agreement service like LegalZoom to ensure your agreement complies with all applicable state laws. 

If you still decide to create a written operating agreement yourself, you can research DIY templates on the internet. However, you should be cautious and carefully read each template to confirm it matches Florida’s laws and meets your needs. 

4. Review and revise

After you’ve drafted (or received your drafted) operating agreement, read it over and ensure it meets your expectations. If you have other members, you should also give them a copy and schedule a time to discuss it together. Once everyone gets the chance to review the document and suggest changes, you can decide how to make the adjustments or proceed to sign it. 

5. Sign and distribute

Finally, all members can sign and date the operating agreement to make it official. Be sure to give everyone a copy and keep yours in a safe place with other important legal documents. If you decide to amend or update the agreement, don’t forget to save your changes in a digital file and print out new copies as needed. 

Get a Florida LLC operating agreement with LegalZoom

If we’re being honest, legal paperwork isn’t the most thrilling part of starting a new business—and operating agreements are no exception. Still, it’s one of the most important documents your Florida LLC will ever have, as it sets the foundation for your new business and how it will be governed. 

Instead of writing it yourself, you can tell LegalZoom about your new business, and we’ll mail your custom operating agreement that’s ready for everyone to sign. With over 1.9 million operating agreements drafted, we’re ready to take care of yours in just a few steps.

FAQs

Does a single-member LLC in Florida need an operating agreement?

While not legally required, a single-member LLC should still consider creating an operating agreement for its legal business entity. It helps maintain liability protection, documents your operational procedures, and gives you more control over your business instead of defaulting to Florida state laws. 

Can I change my operating agreement after forming my LLC?

Yes, you can amend your operating agreement at any time. However, if you have multiple members, you’ll need to follow the voting procedures outlined in your existing agreement and ensure all changes comply with Florida law (meaning such members must agree to amend the operating agreement).

Does a Florida operating agreement need to be filed with the government?

No, your operating agreement is an internal document that doesn’t need to be filed with the Florida government agencies. You should keep it with other important business records and provide copies to members, but the government typically doesn’t need a copy (unless to settle a dispute).  

What should you avoid in an operating agreement?

Your agreement can’t override Florida law on certain matters, as explained in Sec. 605.0105. This includes your LLC’s ability to sue or be sued, duties of loyalty and care, and information rights, among others.