1. Florida LLC Law
2. Operating Agreement Breakdown

A Florida LLC operating agreement sample consists of bylaws, compensation plans, and the roles and duties of each member. An operating agreement is generally not mandatory in most states, but you should draft one to ensure your business operates efficiently and to make certain that all participants in the LLC are aware of the rules and guidelines of the business. Florida law does not mandate an operating agreement within LLCs.

To start, Florida LLCs are created through the filing of an articles of organization via the Florida Secretary of State. After your articles of organization is registered, you would then create an operating agreement. An operating agreement goes by other names:

  • Limited Liability Company Operating Agreement
  • LLC Setup Agreement
  • LLC Bylaws
  • LLC Operation Agreement

A Florida LLC operating agreement also outlines standard operating procedures and management structure. It also details the everyday tasks that each member should perform.

An advantage of an LLC entity is that you get to define your management structure according to your needs. For instance, a sole member that only intends to do half of all work in an LLC can put in 10 percent of the seed money, which is a provision that should be included in the operating agreement, and the document should include what types of shares that person will receive. Such an arrangement should also be approved by fellow managers.

For single-member LLCs, note in the operating agreement that there’s only a single operator and that there is no reason to divide duties or voting rights.

LLC owners are also called members, and they are free to operate the business with little to no restrictions. Also, an operating agreement prevents the courts from referring to default Florida LLC laws, which may not suit all parties if disputes between members end up in court with no operating agreement in place. All owners of the LLC should agree to the terms of the agreement based on individual need so all parties are on board.

Florida LLC Law

Florida allows operating agreements in oral or written form. If the agreements include both oral and written consent, all disagreements would be resolved by adhering to the written provisions. For this reason, it is always best to have all decisions and procedures in writing rather orally.

LLC members can regulate the relationship with the LLC how they please, but Florida does have a few restrictions on an operating agreement. For instance, an agreement may not do the following:

  • Restrict a member’s access to any records within the LLC
  • Eliminate certain roles and loyalties as prescribed under Florida law pertaining to business associates
  • Limit any rights of anyone who are not official managers or members of an LLC

Moreover, LLCs operating under a manager or managerial team may adopt a separate emergency operating agreement that takes effect if the managers are not available due to unforeseen circumstances.

Operating Agreement Breakdown

When it comes to compensation and shares, an operating agreement should include:

  • Percentage of Member Ownership Share
  • Voting Rights of Each Member
  • LLC Profits Shares and Losses of Each Member

To break things down further, you must also have an organization structure that all members can understand. When writing the agreement, keep in mind the following:

  • Time and Structure of Meetings
  • Assigned Roles of Members and Managers
  • Powers and Duties of Each Member
  • Guidelines in Buying Out Member Ownership Interests
  • Rules in the Dissolution of the Business

If you are contending with multiple parties or cannot draft an agreement to your liking, consult the services of an attorney to help you prepare a sound agreement.

Other factors to consider are:

  • The formation of the LLC
  • Florida-based Registered Agents
  • Expiration Date of the LLC (if applicable)
  • Primary Purpose of the LLC
  • Place of Operations
  • Admittance Procedures Regarding Potential Members
  • Membership Interests
  • Membership Valuation
  • Member Rules
  • Distribution of LLC Interests
  • Information on LLC Manager and Members

Further, you must tailor your agreement based on whether your LLC is a multi-member or single-member organization. Under a multi-member LLC, you would draft an agreement based on any managing members and owners. Single-member LLCs are easier to draft and would be tailored for the sole purpose of the owner or sole proprietor.

The primary duties of a single-member should include keeping records of everyday business practices, and all business activities should be distinguished from personal activities.

If you wish to learn more about a Florida LLC operating agreement sample, submit your legal inquiry to our UpCounsel marketplace. UpCounsel’s lawyers have graduated from some of the top laws schools in the nation and will help you draft a good operating agreement that you and all parties can agree to. In addition, our lawyers will help you come up with a stellar membership interest plan based on your business operations.