Florida LLC Operating Agreement

What is a Florida LLC Operating Agreement?

An Operating Agreement is a document that outlines how your limited liability company will run. Though it is not required to form your LLC with the Department of State, it is recommended that you write one when you start your Florida LLC. It should address the following:

  • Ownership (who are the members and what are their membership percentages)
  • Rights and responsibilities of members
  • Member shares of profits and losses
  • Management structure (member managed or manager managed)
  • Amendment process
  • How members can buy-in or sell-out of the Florida limited liability company
  • How assets are to be distributed if company dissolves
  • What happens if a member leaves (for any reason)

Why Do I Need an Operating Agreement?

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.

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 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 a 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.

Do I Have to Write an Operating Agreement?

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.

Where Do I File My 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.

What Does an Operating Agreement Cost?

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

Is My Name and Address on My Operating Agreement?

Yes, your name and address would normally be included. This is the document that determines ownership of your LLC. If you do not identity 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.

Is My Operating Agreement in the Public Record?

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 more about Florida business privacy, and consider our unique Florida Double LLC. The Florida Double LLC is a completely anonymous LLC.