Florida LLC Operating Agreement

According to FL Stat § 605.0102, the Department of State does not require Florida LLCs to have an Operating Agreement. However, an Operating Agreement is a critical internal document for LLCs because it dictates your company’s organizational structure & decision-making processes.

Think of an Operating Agreement as a constitution for your company—it outlines policies for today and for the future of your business operation. Plus, an expertly-drafted Operating Agreement can help you open a business bank account, obtain loans, and reinforce your limited liability.

You are not required to have one, but it’s a wise move to draft a legally sound Operating Agreement for your Florida LLC.

It can seem an annoying afterthought, but an Operating Agreement can actually reinforce your limited liability protections and help you settle future internal quarrels in your company. For example, if your FL limited liability company has more than one member, an Operating Agreement will determine ownership and the rights and responsibilities of each member, as well as the Florida LLC management. In this way, everyone knows what they’re supposed to be doing and what they’re entitled to. And down the line, should there be any internal disputes or misunderstandings, you can rely on an Operating Agreement to determine the best course of action.

On top of that, a strong Operating Agreement (OA) can be a vital tool for your LLC for a few reasons:

• Verifies LLC Ownership. Florida businesses can start an LLC without including the names of any members or managers in their Articles of Organization (though this information is required when it comes time to file your annual report). Not having to list your personal information on a public document is great for privacy, but not so much for proving ownership. Since an OA lists all the members’ and managers’ names, it can be used to prove ownership in situations like opening a business bank account or obtaining a loan for your LLC.
• Strengthens Limited Liability Status. A written OA can help show that your business is a separate legal entity from you and other LLC members. Being able to show that separation is crucial to reinforcing your limited liability status and protecting your personal assets from business debt. This is especially important if you are starting a single-member LLC—an OA will strengthen your legal position should a creditor ever try to take you to court. Single-member LLCs (SMLLC) are a very new business structure, and in some cases it has been argued that liability protection should not be given to the owner of an SMLLC (the sole member should be treated, instead, like a sole proprietor). A limited liability company without a Florida LLC Operating Agreement looks a lot like a sole proprietorship and less like an actual LLC.
• Dictate How Your Business Runs. Without an OA, your company will default to Florida laws. Drafting an OA for your LLC allows you to operate in a way that works best for your business—within the parameters of the law, of course.

No, you are not legally required to write an OA. It is, however, a good idea (see above).

Also, in many cases banks will not extend loans to LLCs without an Operating Agreement.

Nowhere. This is an internal document and is not filed with any agency. You should always be skeptical of any agency (other than your bank) that asks to see your OA.

No, you do not need to notarize your LLC Operating Agreement. However, it’s a good idea to have your Operating Agreement in writing and to have every member sign the OA to confirm its validity as a legal document.

Nothing. This document is not filed with anyone, and you do not need to hire anyone to write one.

Yes, your name and address would normally be included. This is the document that determines ownership of your LLC. If you do not identify the members, serious problems could arise in the future.

For example, if there is a legal dispute about who owns your company, a court will ask to see your OA. If you do not have one, a judge will determine on their own who owns what in your company, a situation that isn’t likely to end well.

Your Florida LLC Operating Agreement is not a part of the public record in Florida, but there are other documents that are. If you are concerned about keeping your name and address out of the public record, you should read about our unique Florida Double LLC. The Florida Double LLC is a completely anonymous LLC.