1. Forming an LLC in Florida
2. How to Write a Florida Operating Agreement

Updated July 30, 2020:

A Florida multi-member LLC operating agreement outlines the various principles of a business with more than one owner in Florida. It might detail standard operating procedures, initial formation articles, and any other important points that the members agree on.

Florida LLC agreements are not required by the state; however, it's always a good idea for companies to create one to separate personal and business assets in case the company is a failure or faces a lawsuit. Additionally, an operating agreement provides certain tax benefits to members of the LLC.

Before approving the operating agreement, all members should give it a close look to make sure they understand everything in it. If you have questions, it's a good idea to consult with an attorney for guidance. They'll be able to explain all the legal language so you know what you're getting into.

Forming an LLC in Florida

Before you can create an operating agreement, you'll first need to form your multi-member LLC. Doing so requires you to take the following steps:

  1. Check to ensure your LLC name is available. You can do this by searching the Florida Division of Corporations. Search by trademark name, business name, or the name of the registered agent. If no results show up, your name is available, and you can start filing your LLC paperwork.
  2. Name a registered agent. The registered agent is the person that receives annual notices and filings on behalf of your LLC.
  3. Decide on the type of entity you want. For example, if you're forming a new LLC in the state of Florida that doesn't exist elsewhere, you'll want to form a domestic LLC. If your LLC already exists in another state and you want to start doing business in Florida, you'll need to form a foreign LLC. Foreign LLCs must take one extra step by attaching a Certificate of Existence that's less than 90 days old from the state they originally formed their business in.
  4. Pay the filing fee. The fee is $125 for all businesses. If you're paying online, you'll just need to put in your credit card number. If you're sending in an application, make a check out to the "Florida Department of State" and send it to the Division of Corporations, Registration Section, P.O. Box 6327, Clifton Building Tallahassee, FL 32314.
  5. Craft your operating agreement. This is an important step for defining anything left out of your initial formation articles. You don't need to send this into the Division of Corporations, but you should keep it on file for your personal records.
  6. Obtain your Employer Identification Number (EIN). An EIN is important because it lets you legally perform financial transactions, such as paying employees, obtaining a company credit card, or opening a company bank account. You can apply for an EIN online or through the mail.

How to Write a Florida Operating Agreement

Writing an operating agreement is easy if you follow the appropriate steps. To start, you'll need to gather some simple information:

  • Company name
  • The date the agreement shall be enforced
  • The name and address of each member of the LLC
  • The address of the business

Next, you'll want to get a bit more specific. This might include the following information:

  • The date the company was formed on
  • Purpose of the company
  • Term of the company
  • The percentage of interest each member has
  • The contributions of each member
  • Dates when members are supposed to meet
  • Ownership of company property
  • How admission of new members will work
  • How current members can withdraw from the LLC
  • How to dissolve and liquidate the LLC
  • Any arbitration or amendment policies

You can use a template to organize this information in a meaningful way that will layout expectations clearly. Once you've curated all this information, each member of the LLC will need to sign and date the document. The last step is to have the form notarized before it is official. The notary will approve the form by signing it and placing their notary seal on it.

Then, you'll need to distribute a copy of the operating agreement to each member of the LLC for their personal records.

If you need help with your Florida multi-member LLC operating agreement, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.