Key Takeaways

  • A Florida LLC Operating Agreement outlines ownership, management structure, and financial arrangements among members.
  • While not legally required, a written operating agreement is highly recommended for liability protection and dispute resolution.
  • Florida allows both single-member and multi-member LLCs to create operating agreements tailored to their needs.
  • Important provisions include member contributions, profit/loss distributions, voting rights, and exit procedures.
  • The agreement can override many default rules under Florida law if it doesn’t conflict with statutory limitations.
  • Record-keeping is essential—even informal or internal documents must be maintained.
  • UpCounsel connects business owners with top-rated attorneys for creating or reviewing their Florida LLC operating agreement.

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 a 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 or 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.

Why a Florida LLC Operating Agreement Matters

Even though Florida law doesn’t mandate an LLC operating agreement, having one in place can help protect the personal liability of members, clarify ownership rights, and prevent internal disputes. Without it, your LLC will default to the state’s generic rules under the Florida Revised Limited Liability Company Act, which may not align with how you want to run your business.

A Florida LLC operating agreement is particularly important in the following situations:

  • To Define Management Roles: Clearly designates whether the LLC is member-managed or manager-managed.
  • For Banking and Loans: Many banks require a signed operating agreement to open a business bank account or issue credit.
  • To Protect Limited Liability Status: Demonstrates separation between personal and business activities.
  • For Internal Disputes or Exit Strategies: Lays out buyout clauses, dissolution procedures, and voting processes in case of disagreements.

Operating Agreement Forms

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

Single-Member vs. Multi-Member Florida LLC Operating Agreements

There are distinct differences between single-member and multi-member operating agreements in Florida:

  • Single-Member LLCs:
    • The agreement often serves as a self-governance document.
    • Helps establish the LLC as a separate legal entity, critical for maintaining liability protection.
    • Useful for designating what happens if the member becomes incapacitated.
  • Multi-Member LLCs:
    • Specifies each member’s ownership percentage, responsibilities, and voting rights.
    • Reduces conflicts by defining how profits/losses are split, and how new members may join or leave.
    • May include clauses for handling deadlocks and mandatory mediation or arbitration in disputes.

Both types should address Florida’s statutory defaults and clarify any custom business operations that deviate from those defaults.

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.

Essential Provisions to Include in a Florida LLC Operating Agreement

A comprehensive Florida LLC operating agreement should include the following provisions:

  • Business Purpose and Duration
  • Initial Contributions and Ownership Percentages
  • Management Structure (Member-managed vs. Manager-managed)
  • Voting Rights and Procedures
  • Allocation of Profits, Losses, and Distributions
  • Banking and Financial Decision-Making Authority
  • Admitting New Members
  • Withdrawal, Buyout, or Death of a Member
  • Dissolution and Winding Up
  • Indemnification Clauses and Liability Limitations

These terms help define how the LLC functions and protect the interests of both the business and its members.

Florida LLC Law Limitations 

Laws around LLC formation 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 a 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.

Understanding Florida Statutory Defaults

If an LLC does not create an operating agreement, or omits key details, Florida law provides default rules under the Florida Revised LLC Act (Chapter 605, Florida Statutes). Some of these include:

  • Equal Voting Rights: Unless stated otherwise, each member has equal say, regardless of ownership percentage.
  • Equal Profit Sharing: Profits and losses are divided equally by default.
  • Member Authority: Any member may act on behalf of the LLC in a member-managed structure unless limited in writing.

By customizing your Florida LLC operating agreement, you can override many of these defaults to better suit your business needs—except where expressly prohibited by law.

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.

How to Amend a Florida LLC Operating Agreement

It’s best practice to review your operating agreement annually or whenever there’s a change in your business. Amendments may be necessary when:

  • A new member joins or an existing member exits
  • There’s a change in management structure
  • Ownership percentages or capital contributions change
  • You relocate the business or change your registered agent

To properly amend a Florida LLC operating agreement:

  1. Draft a written amendment document.
  2. Include the date, section(s) being amended, and the new language.
  3. Ensure all members (or managers, if applicable) sign the updated agreement.
  4. Store the updated version along with the original.

Where to Store Your Operating Agreement and Who Needs It

Even though Florida doesn't require LLCs to file their operating agreement with the state, it’s crucial to maintain a signed copy in your company records. It may be needed by:

  • Banks or credit unions for account setup.
  • CPAs or tax advisors to understand ownership and distributions.
  • Courts in legal disputes regarding ownership or liabilities.
  • Potential investors or partners seeking verification of internal governance.

Store your operating agreement with other key documents such as:

  • Articles of Organization
  • EIN confirmation letter from the IRS
  • Annual reports
  • Member resolutions

Digital and physical copies should be kept secure but accessible to authorized members or managers.

Frequently Asked Questions

1. Is a Florida LLC operating agreement legally required? No, Florida does not legally require LLCs to have an operating agreement, but it's strongly recommended to avoid internal and legal conflicts.

2. Can I write my own Florida LLC operating agreement? Yes, you can draft your own, but using an attorney or a reliable template ensures legal compliance and customized terms for your business.

3. Can a Florida LLC have an oral operating agreement? Yes, Florida allows oral agreements, but written agreements carry more legal weight and help avoid disputes.

4. What happens if I don’t have an operating agreement? Your LLC will operate under Florida’s default statutes, which may not align with your preferences for profit-sharing, voting, or dispute resolution.

5. Where should I keep my Florida LLC operating agreement? Keep it with your company’s core documents, such as Articles of Organization and tax records, in both digital and physical formats.

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