What is an Operating Agreement?

An LLC Operating Agreement, Florida is an agreement between LLC members in the state that includes details of financial and operational management of the company. The Operating Agreement is different from the LLC Formation Documents because the Secretary of State does not require receipt of the Operating Agreement.

An Operating Agreement's purpose is to clearly state the names of the members of the LLC and their membership interest, or how much of the LLC they own. The LLC Operating Agreement should also include details about how the business will pay taxes, distribute profits and losses between members, and how it is managed.

You may need to provide a copy of the Operating Agreement to:

  • A title company when buying real estate
  • Tax and accounting professionals for financial support
  • Partners and/or potential investors with interest in the company
  • Lawyers for legal assistance

If any legal action is taken against the owner of the LLC, the court will most likely request a copy of the Operating Agreement. An Operating Agreement must be fluid so it can change as the needs of the business grow and change. LLC members usually use an Operating Agreement to designate the managing members, along with their contributions, rights, and responsibilities for the business.

The laws in Florida don't require an LLC to use an Operating Agreement. Instead, the owners of the LLC can operate the business as they choose, as long as they follow the requirements and limitations of business laws in the state. Members of an LLC operating in Florida can decide if they want to create an oral Operating Agreement or put it in writing. When an Operating Agreement has written and oral aspects, an inconsistency would rule in favor of the aspects in writing. Members of an LLC can create the Operating Agreement before of after forming the business.

An Operating Agreement will usually detail the voting rights of each member, the manager or managers of the LLC, the share each member holds for profits and losses, the members' powers and duties, and how members can buy out ownership interest or dissolve the LLC. An Operating Agreement for an LLC in Florida is a legal document allowing the members and/or owners of a business of any size to outline the articles for forming the company, how it will operate, and other critical aspects upon which the members agree.

Operating Agreement Forms

When you file your Operating Agreement, forms are available in two formats:
Word format
PDF format

Guidelines in Creating and Revising the Operating Agreement

For small changes, such as changing the registered agent, registered office, or updating a member's address, you can modify the original Operating Agreement and save a new version of the document. If you do make changes to the Operating Agreement, all members will need to sign the new version. As a best practice, the LLC should keep copies of all versions of the Operating Agreement on file.

Before you start drafting an Operating Agreement, have the LLC Formation Documents accessible as these documents contain important information you'll need for the Operating Agreement. This information includes the formation date, registered agent and office name and address, the LLC's business purpose, members' names and addresses, and the ownership percentage for each member.

Florida LLC Law Limitations 

Laws around LLCformation and operation in Florida restrict the provisions that LLC owners can include in the Operating Agreement, but anything not regulated by law is up to the members of the LLC. One such restriction is found in the Florida Statute Section 608.423(2), which says that LLC Operating Agreements can't eliminate duties of loyalty and care between business associates, restrict the rights of anyone who isn't a manager or member of the LLC, or restrict access to LLC records.

If an LLC is operated by manager or managers, the LLC law allows the company to use an emergency Operating Agreement for use when managers aren't available due to a catastrophe.

Florida LLC Record Keeping Requirements

Even if an LLC has its own Operating Agreement in effect, state laws require the business to keep written documents and records at the registered place of business. The required records include financial records, including all tax returns from the past years, and the Articles of Organization.

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