Operating Agreement LLC Florida

A Florida LLC Operating Agreement is a contract among members that defines how a Limited Liability Company (LLC) is owned and managed. It outlines member roles, voting rights, profit distribution, and methods for resolving disputes.

Under Florida Statutes Chapter 605, an Operating Agreement may be written, oral, implied, or a mix of these forms. A written and signed agreement is strongly recommended to ensure clarity and enforceability.

Is It Required by Law

No. Florida law does not require LLCs to have a written Operating Agreement. The Florida Department of State – Division of Corporations does not require it for filing. Even though optional, maintaining a written agreement helps show that the LLC operates independently from its owners, which supports limited liability protection.

Why You Should Have One

• Protects personal assets: Demonstrates that the LLC functions as a separate entity, reducing the risk of losing liability protection.
• Customizes rules: Allows members to create personalized terms for profit allocation, management structure, and ownership transfers instead of relying on state default provisions.
• Prevents disputes: Establishes clear voting rules, decision-making procedures, and methods for handling disagreements among members.
• Satisfies banks and investors: Many financial institutions and business partners require a signed Operating Agreement before working with an LLC.

Key Provisions to Include

A strong Florida Operating Agreement typically contains:

• Company details: LLC name, purpose, and registered agent information.
• Ownership and capital: Member names, ownership percentages, and contribution amounts.
• Management structure: Whether the LLC is member-managed or manager-managed.
• Voting and profits: Procedures for voting and distribution of profits and losses.
• Transfers and dissolution: Rules for ownership transfers and steps for winding up.
• Recordkeeping: Keep signed copies with company files. Notarization is not required.

Recordkeeping and Execution

The operating agreement is kept internally, not filed with the state. Each member should retain a signed copy with other company records (§ 605.0410). Notarization is not required, the members’ signatures make it legally binding. Courts or tax authorities may request a copy during audits or legal proceedings.