Generate document
Generate

The Florida LLC operating agreement is a recommended legal document for single and multi-member limited liability companies. This document allows the member(s) and/or owner(s) to form the LLC, outline rights and responsibilities, and set terms that are agreed upon by all members on how the LLC will operate.

From FL Stat § 605.0102 (2019):

(45) “Operating agreement” means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in s. 605.0105(1). The term includes the operating agreement as amended or restated.

Florida Operating Agreement Law

Per FL Stat § 605.0105of the Florida Revised Limited Liability Company Act:

(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following:
(a) Relations among the members as members and between the members and the limited liability company.
(b) The rights and duties under this chapter of a person in the capacity of manager.
(c) The activities and affairs of the company and the conduct of those activities and affairs.
(d) The means and conditions for amending the operating agreement.
(2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.
(3) An operating agreement may not do any of the following:
(a) Vary a limited liability company’s capacity under s. 605.0109 to sue and be sued in its own name.
(b) Vary the law applicable under s. 605.0104.
(c) Vary the requirement, procedure, or other provision of this chapter pertaining to:
1. Registered agents; or
2. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter.
(d) Vary the provisions of s. 605.0204.
(e) Eliminate the duty of loyalty or the duty of care under s. 605.04091, except as otherwise provided in subsection (4).
(f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable.
(g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.
(h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use.
(i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph.
(j) Vary the requirement to wind up the company’s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5).
(k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806.
(l) Vary the provisions of s. 605.0804, but the operating agreement may provide that the company may not appoint a special litigation committee. However, the operating agreement may not prevent a court from appointing a special litigation committee.
(m) Vary the right of a member to approve a merger, interest exchange, or conversion under s. 605.1023(1)(b), s. 605.1033(1)(b), or s. 605.1043(1)(b), respectively.
(n) Vary the required contents of plan of merger under s. 605.1022, a plan of interest exchange under s. 605.1032, a plan of conversion under s. 605.1042, or a plan of domestication under s. 605.1052.
(o) Except as otherwise provided in ss. 605.0106 and 605.0107(2), restrict the rights under this chapter of a person other than a member or manager.
(p) Provide for indemnification for a member or manager under s. 605.0408 for any of the following:
1. Conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.
2. A transaction from which the member or manager derived an improper personal benefit.
3. A circumstance under which the liability provisions of s. 605.0406 are applicable.
4. A breach of duties or obligations under s. 605.04091, taking into account a restriction, an expansion, or an elimination of such duties and obligations provided for in the operating agreement to the extent allowed by subsection (4).
(4) Subject to paragraph (3)(g), without limiting other terms that may be included in an operating agreement, the following rules apply:
(a) The operating agreement may:
1. Specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts; or
2. Alter the prohibition stated in s. 605.0405(1)(b) so that the prohibition requires solely that the company’s total assets not be less than the sum of its total liabilities.
(b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit a duty or obligation that would have pertained to the responsibility.
(c) If not manifestly unreasonable, the operating agreement may:
1. Alter or eliminate the aspects of the duty of loyalty under s. 605.04091(2);
2. Identify specific types or categories of activities that do not violate the duty of loyalty;
3. Alter the duty of care, but may not authorize willful or intentional misconduct or a knowing violation of law; and
4. Alter or eliminate any other fiduciary duty.
(5) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under paragraph (3)(f) or paragraph (4)(c). The court:
(a) Shall make its determination as of the time the challenged term became part of the operating agreement and shall consider only circumstances existing at that time; and
(b) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that:
1. The objective of the term is unreasonable; or
2. The term is an unreasonable means to achieve the provision’s objective.
(6) An operating agreement may provide for specific penalties or specified consequences, including those described in s. 605.0403(5), if a member or transferee fails to comply with the terms and conditions of the operating agreement or if other events specified in the operating agreement occur.

Forming an LLC in Florida

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Florida LLCs must register a unique business name in order to operate in the state. This legally registered name must include an LLC designator, such as:

  • LLC
  • L.L.C.
  • Limited Liability Company

The name should also not include any government-related titles, acronyms, or abbreviations or designators of other business types.

The name may include restricted words that relate to the professional business type being included (university, attorney, bank), as long as a licensed practitioner is part of the LLC and completes additional verification to form the professional LLC.

To conduct the name search, use the Florida Department of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Florida LLCs must designate a registered agent that will accept legal documentation such as service of process on behalf of the company. The agent accepts legal responsibility for legal documentation received, making it important that they can be trusted.

An individual agent must:

  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Florida

If using a registered agent service, the agent must be authorized to do business in Florida to be a legal designated registered agent.

Step 3: File Your Formation Articles

Domestic LLC formations (in-state) complete Articles of Organization as part of the filing process for new businesses.

Online Filing (Domestic):

  • $125 filing fee
  • Turnaround time: 5-8 business days
  • Submit Online

Mailed Filing (Domestic):

  • $125 filing fee
  • Turnaround time: 7-10 business days upon receipt
  • Fill out the formonline or after printing and mail to:

New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

In-Person Filing (Domestic):

  • $125 filing fee
  • Turnaround time: 7-10 business days
  • Fill out the formonline or after printing and deliver to:

Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

Foreign LLCs expanding to Florida must complete a Qualification of Foreign LLC Registration, and file a Certificate of Existence from the original formation of the business that was issued within 90 days of submission.

Online filing is unavailable for Foreign LLCs.

Mailed Filing (Foreign):

  • $125 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Fill out the form online or after printing and mail to:

Registration Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314

In-Person Filing (Foreign):

  • $350 filing fee
  • Turnaround time: 10 to 15 business days
  • Fill out the form, print, and deliver to:

Registration Section
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

Step 4: Draft a Florida Operating Agreement

While not required, it is highly recommended to create an operating agreement for all Florida LLCs. The operating agreement contains the agreed upon terms that the members of the LLC will follow for things like operations, financial distribution, responsibilities, and more.

The legal document may be used in court to protect members from financial loss due to litigation by separating the business and their personal assets. The terms of the agreement can also be used to settle disputes within the LLC members.

Each member should keep a signed copy of the document, but it does not need to be filed with the state to be enforceable.