Florida LLC Management

A Florida LLC can be managed in two ways: by its members, or by managers (or a single manager). There is no inherently better choice. Each LLC must determine its own needs and what management structure will suit its business best.

LLC Management Documents

When you form a Florida LLC, you must list the members or managers who are responsible for managing the company on your Articles of Organization. You are required to include their names, their addresses, and their title (either Member or Manager).

The actual breakdown of management, however, is determined in your Florida LLC Operating Agreement. It is in your governing document that you will determine the management structure of the company, who management will be vested in, and what the duties of management will be.

It should be noted up front that a manager can be either a member or a non-member third party. There is no restriction. As well, a member is not required by law to be a manager.

Members or Managers?

Who manages your Florida LLC is a significant question. In some cases, it is easily determined. If your company is a Florida single-member LLC or a small, family owned business, then the number of members will be small and the management options limited. In other cases, however, such as business ventures that involve multiple members and investors, management choices can be vast.

Member-Managed LLC

The member-managed LLC structure works best for small limited liability companies with few members. If you and your spouse own a family-run LLC, it makes little sense to hire an outside manager to run your business. As well, if you are running the company together, it is likely that you will both want to be able to make management decisions, in which case assigning one of you as sole manager is probably counter productive.

Manager-Managed LLC

A larger Florida limited liability company with many members may find it easier to appoint either a single manager or managers to handle the daily operation of the company. A single member can be appointed, or an outside party can be brought in. Manager-managed is particularly useful with companies in which some members want to be a part of the daily operations and other members want solely to contribute as initial investors in the enterprise.

Roles of Management

The various roles of management should be carefully laid out in your LLC Operating Agreement. If you have more than one manager (or more than one member assigned management duties), it is vital that the particular duties and responsibilities of each management role be clearly expressed so as to avoid confusion.

It is useful to consider the various roles of a corporation: president, vice president, treasurer, secretary, etc. A Florida LLC may not need all these roles, or you may wish to assign more than one role to a single individual. Regardless, it is best to be as thorough as possible when assigning duties.

Responsibilities to consider:

  • Who can open bank accounts and lines of credit?
  • Who can purchase property?
  • Who can sign checks?
  • Who can purchase goods?
  • Who can speak publicly for the company?
  • Who is to keep meeting minutes?
  • Who is to manage financial records?
  • Who might serve as the LLC’s Florida registered agent?

This is clearly not a complete list, but hopefully it serves as a starting point.

Formal Procedures

In addition to the roles of management, you should lay out in your Operating Agreement how managers can be selected and replaced, how managers can step down, and how conflicts of interest will be handled.

Does the selection of a manager require unanimous approval of your members, or only a simple majority? If your members wish to express a lack of confidence in management, how will that be addressed?

These questions and others should be clearly expressed and agreed upon in your Operating Agreement.