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Florida LLC
Operating Agreement

Your Florida LLC Operating Agreement is a legal document outlining your company’s organizational structure and policies. A strong Florida operating agreement will include information about how decision-making power is distributed, how a company is managed, how profits are handled, and how problems are resolved, or—should it ever come to this—how your company will be dissolved.

Unlike your Florida Articles of Organization, an operating agreement is an internal document, which means you won’t file it with the Florida Department of State. However, having an operating agreement that’s customized to suit the needs of your company is essential. At Northwest, we offer a range of free attorney-drafted operating agreement templates for different management structures.

Why should a Florida LLC have an operating agreement?

A Florida LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to carry out company operations.

According to FL Stat § 605.0102, LLCs are not required to have a written operating agreement. However, an operating agreement is legally binding, which makes it one of your most important internal documents. Here’s why:

1. Your operating agreement proves you own your LLC.

In Florida, businesses can opt not to include the names of any members or managers in their articles (although this information will be required later on in the annual report). The minimal information required in the articles helps businesses maintain privacy initially—but doesn’t help members show proof of ownership. You’ll need proof of ownership to complete important steps for your LLC, like opening a bank account.

Because an operating agreement lists the names of all members and managers, it can be used to show that you own your business.

2. An operating agreement can help reinforce your limited liability status.

In order to maintain limited liability status, all LLCs must consistently demonstrate that the company is a separate legal entity from its members. In addition to setting up a bank account for your LLC, having an operating agreement helps show this separation by creating policies and procedures for the business.

3. An operating agreement can help head off misunderstandings.

Hey, it happens. People fight, and sometimes they aren’t on the same page, which can make it difficult to move forward with your business. By having an operating agreement, you establish an agreed-upon set of rules for your company early on, which can help mitigate any misunderstandings later on.

4. An operating agreement can override Florida’s default laws.

If you don’t have an operating agreement, your business will be governed by Florida’s default laws. The problem is, Florida’s LLC statutes might not be right for your business. Creating an operating agreement for your Florida LLC means that you can create an organizational structure (within the bounds of the law) to suit the needs of your particular business.

Florida Case Law

We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*

“Consider the case of Froonjian v Ultimate Combatant, LLC, where the failure to actually adopt and maintain an operating agreement led to disputes among the members, resulting in extensive and expensive litigation. An individual was added as a member of the LLC, then was promptly expelled. The courts, noting the absence of the operating agreement, applied the default statutory rules. As a result, the courts determined that the two members, constituting a majority interest of the LLC, could expel the other member. However, the court determined that the membership interest of the member could not be redistributed without violating the statutory rules. As a consequence, the expelled individual was permitted to restate their case back at the trial level, prolonging resolution to the matter.

“Such valuable resources could have been preserved for more fulfilling commercial purposes had the members of the LLC taken the time to memorialize and distill their understanding into an operating agreement.”

What is included in a Florida operating agreement?

Your operating agreement lays out the internal structure of your LLC. While you may include anything not already covered by Florida state statutes, a strong operating agreement will include:

  • Company formation / dissolution
  • Initial contributions
  • Profits, losses, and distributions
  • Management
  • Compensation
  • Bookkeeping procedures
  • Transfer of membership interest
  • Voting rights and decision-making powers

Florida LLC Operating Agreement Template

Our LLC operating agreements are written by an attorney and work for a range of situations. Select the one that best suits your LLC’s needs below:

FAQs

Is an operating agreement required in Florida?

No, statutes don’t specifically require a Florida operating agreement. However, if you don’t have an operating agreement, your LLC will be governed by the Florida Revised Limited Liability Company Act.

Do I have to file my operating agreement in Florida?

Nope. Your operating agreement is an internal document, so you’ll keep it on file with your business records.

Does a single-member LLC need an operating agreement?

In fact, yes. Though it may seem irrational, even a single-member LLC will need an operating agreement for several important aspects of maintaining an LLC, like opening a bank account and reinforcing limited liability. An operating agreement is also necessary for overriding Florida’s default LLC laws.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.

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