What Is a Florida LLC Operating Agreement?

An operating agreement LLC Florida is a document that is used to help you structure your limited liability company (LLC). You can use your operating agreement to:

  • Define how your LLC will be operated.
  • Detail your formation documents.
  • Develop other rules for your company desired by your LLC members.

Writing and agreeing to an LLC is completely voluntary and is not required when registering your LLC with the State of Florida. However, while not mandatory, an operating agreement is an invaluable tool. This is particularly true if you wish to separate your business and personal assets so your personal assets will be protected if your business is sued or fails.

An operating agreement is not set in stone. This means it can be updated to reflect the current needs of your business. You will also have access to a variety of tax benefits when you have an operating agreement in place.

Your LLC members are allowed to run the company however they wish as long as they are complying with Florida law. This can cause problems, however, when the desires of the LLC members are not met by current laws in the state.

There are certain circumstances where you will need copies of your operating agreement, including:

  • Buying real estate
  • Seeking financing for your company
  • Getting help from an accounting professional
  • Requesting legal guidance
  • Pursuing partners or investors

You will also need to give the court a copy of your operating agreement when facing legal action. A well-written LLC operating agreement can prove that your company is structured and operated correctly. Every member of your LLC should closely read your Operating Agreement to make sure he or she understands and agrees to its provisions.

In Florida, members of an LLC have the ability to choose either a written or verbal operating agreement. When both written and oral terms are used, written terms take precedent if there is a conflict.

You can develop your operating agreement before or after your LLC has been formed. When you make changes to your operating agreement, even minor adjustments, you should save a new version of the document. It's important that you keep every version of your operating agreement on file.

Florida LLC Law Limitations

There are some restrictions in Florida law related to operating agreement provisions. For instance, an operating agreement cannot be used to:

  • Prevent LLC members from accessing company records.
  • Remove loyalty and care duties between LLC associates.
  • Limit the rights of people involved in the LLC who are not managers or members.

If your LLC is manager-managed instead of member-managed, you are allowed to adopt an emergency operating agreement if you cannot reach your managers because of a catastrophe.

Florida LLC Recordkeeping Requirements

You are required by law to keep written LLC records at your primary business address. This is true even if you don't have an operating agreement. Some of the records you are legally required to maintain include tax returns from previous years and your Articles of Organization.

Additional LLC records you must keep according to Florida law include:

  • A list of the managers and members of your LLC
  • Details about the capital contribution of each LLC member
  • Services or properties of your LLC and their value
  • Rules for how capital will be contributed to your LLC
  • Events that would cause your LLC to be dissolved

Types of Operating Agreements

There are two types of operating agreements you could use, with the most common being a multimember agreement. A multimember agreement is used when a company has multiple owners, and it details the responsibilities of the owners.

The other type of operating agreement is a single-member agreement, which is used when a business has a single owner. A single-member agreement will outline the daily practices of a business and will allow the owner to differentiate his or her business assets from his or her personal assets.

How to Write an Operating Agreement

  1. The first step of writing your operating agreement is to download the document and then list the name of your LLC at the top. 
  2. You will need to add the date where your agreement will become active. With this done, you should indicate whether you are creating a multimember or single-member agreement. 
  3. Enter the principal address of your business, the city where your LLC will be formed, and your company's name.

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