Sample LLC Operating Agreement Florida: Everything You Need to Know
A sample LLC Operating Agreement in Florida gives owners (or members) of a Limited Liability Company, based in Florida, an idea of what should be included in the company's Operating Agreement.4 min read
2. Florida LLC Law Limitations
3. Common Operating Agreement Provisions
4. Florida LLC Record-Keeping Requirements
5. Florida LLC Operating Agreement
Operating Agreement for Florida LLC Overview
LLCs in the state of Florida are not required to draft an Operating Agreement.
If the members of an LLC in Florida do not write and sign an Operating Agreement, however, they will be required to follow the state regulations when it comes to making big decisions regarding their company, like adding members or handling disputes.
It is always best for LLC members to form their own Operating Agreement to be sure that all of the specific needs of the company and its owners are met.
Operating Agreements may be drafted and agreed upon anytime during the life of a company.
Florida LLC Law Limitations
There are a few rules and regulations that restrict what the members of an LLC can and cannot include in the Operating Agreement for their LLC.
According to the Florida Statute Section 608.423(2) LLCs must:
- Allow all members access to the company files and records.
- Uphold standards for fair treatment between members put forth by state law.
- Not withhold basic rights from non-member employees or managers within the company.
If an LLC is manager-managed rather than member-managed, and the acting manager is unavailable, the LLC laws of Florida allow the company to adopt an Operating Agreement to be used in emergency situations.
Common Operating Agreement Provisions
Operating Agreements should include detailed information regarding the rights and responsibilities of all LLC members and how the company should generally operate.
An LLC should cover at least the following issues in their Operating Agreement:
- Ownership percentages of all members
- Management responsibilities of members (if any)
- Profit distribution plans for members (management of shares)
- Managerial powers and responsibilities
- Procedural plans for membership interest buying and selling
- Procedural plans for adding or dismissing members
- Procedural plans for dissolving the LLC
Business attorneys are a great resource that can help be sure that the Operating Agreement is well-formed and protects the rights of all members while still keeping the company's best interest in focus.
Florida LLC Record-Keeping Requirements
All LLCs formed in the state of Florida must keep updated records filed in their primary business location including:
- Articles of Organization
- Financial records
- Company tax returns
The following information should also be kept up-to-date and filed in written records according to the regulations for LLCs in the state of Florida:
- Principal business address
- List of names and addresses of all LLC members and managers
- Member capital contribution amounts and descriptions (whether cash, assets, or services)
- The value of all capital contributions in non-cash forms like property and services
- List of any specific events that would lead to the dissolving of the business
A well-written Operating Agreement can hold all of this information in one place.
Florida LLC Operating Agreement
Operating Agreements are written documents that provide an agreed-upon plan for an LLC. Basic business procedures and initial organization structures should be laid out in this agreement and signed by the company's founding members (or owners).
These written business agreements are not required by the state of Florida, but they are essential to the start of any healthy business. An Operating Agreement helps to add to the protection afforded to members of an LLC and their assets. Lawsuits and business troubles can be handled better with a solid Operating Agreement in place.
Before signing the document, all members of the LLC should review it thoroughly and be sure they agree with all of its stipulations, as their signature will be legally binding.
In order to be sure the LLC gets a well-written and complete Operating Agreement, business owners might want to hire or consult with a business lawyer while the document is being drafted.
Operating Agreements are especially great for multi-member LLCs because they lay out the expectations and responsibilities for all members. This gets everyone on the same page at the start of the company.
Single-member LLCs might opt out of drafting an Operating Agreement, but these documents are still beneficial to help ensure careful planning and proper recording of business functions.
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