What is an Operating Agreement for an LLC in Florida?

An Operating Agreement for an LLC in Florida is a binding legal agreement that regulates the key management functions and internal structures of such companies. Such an agreement sets out the terms under which an LLC is formed, will operate, be managed, and conduct its business within the state of Florida.

What are some laws that apply to forming an LLC in Florida?

In Florida, an LLC must have a name that ends with “LLC” or “Limited Liability Company”. LLCs in Florida must also have at least one member/manager to operate, with the names of all members being recorded in the LLC’s Articles of Organization. The name and address of the registered agent must also be included in the LLC’s Articles of Organization. Florida further requires LLCs to have a Federal tax identification number (EIN) if the company will have employees and requires LLCs to file an annual report.

What other terms can be included in an Operating Agreement for an LLC in Florida?

The terms that can be included in the free Florida LLC Operating Agreement template may be expanded to include specific events and purposes. For example, Section 704 of the IRS Tax Code can be included to regulate the tax implications of distributions. Additional clauses that may be included to expand the free Florida LLC Operating Agreement template are specific voting interests or how the transfer of a member’s ownership interest will be governed. Terms that may not be included are clauses that vary the company’s legal capacity or waive certain rights and obligations of members.

How to set up an Operating Agreement for an LLC in Florida?

Our free Operating Agreement LLC Florida sample can be used as a starting point. To prevent disputes, the key aspects of the agreement, such as capital contributions, voting interests, and distribution policies, should be pre-agreed upon beforehand. Depending on the type of company, Florida state law may require it to have certain permits or licenses issued before the LLC can lawfully operate within the state. For example, if the LLC plans to employ workers, registration for payroll tax may be required.

Florida LLC Operating Agreement

Prepared for:

[Member2.FirstName][Member2.LastName]

[Member2.Company]

Created by:

[Member1.FirstName][Member1.LastName]

[Member1.Company]

Limited Liability Company Operating Agreement Of [Member1.Company]

This LLC Operating Agreement ("Agreement") represents (insert company name) that was formed in the State of Florida on (insert date) ("Company").

The following represents the initial (number of members) Member(s) of the Company and their respective ownership interest:

[Member1.FirstName][Member1.LastName], [Member1.StreetAddress][Member1.City][Member1.State][Member1.PostalCode], and has a (insert percentage of ownership) ownership in the Company;

[Member2.FirstName][Member2.LastName], [Member2.StreetAddress][Member2.City][Member2.State][Member2.PostalCode], and has a (percentage of ownership) ownership in the Company;

(Insert section for as many initial members as the company shall have)

("Member(s)")

Whereas the Member(s) desire to create a limited liability company under the laws of the State of Florida and set forth the terms herein for the Company’s operation and management of its day-to-day business activities.

Now Therefore, in consideration of the respective covenants and agreements contained in this Agreement, Members agree as follows:

1. Name of Company and Principal Place of Business

The name of the Company is (registered company name), with a principal place of business at (company’s main business address). The mailing address shall be the same address as the principal place of business.

2. Registered Agent

The name of the Registered Agent is (name of registered agent) with a registered office located (address of registered agent) for the service of processes as of (date of agreement) ("Registered Agent"). The Registered Agent may be changed by the Company filing an amendment with the Secretary of State, or respective office, in the State of Florida.

3. Company Formation

The Company was formed on ____ (Date), (Year), being the date when the Articles of Organization of the Company was filed with the office of the Secretary of State according to the laws governing limited liability companies in the State of Florida.

4. Purpose

The purpose of the Company is to engage in and conduct any and all lawful business activities or other activities incidental to such purposes and to carry on any other lawful activities as the Member(s), in their discretion, may determine from time to time.

5. Term

The term of the Company shall continue in perpetuity upon the filing of the Articles of Organization of the Company, continuing until dissolution on any of the grounds set forth in clause 11 of the Agreement.

6. Member(s) Capital Contributions

Capital contributions shall be made by the following member(s):

(member name and amount of contribution. Repeat this step for every member who will be making contributions)

7. Interest and Authority

The Members’ ownership interest in the Company shall be in accordance with the value of their respective capital contributions, expressed as a unit.
All Members shall be entitled to an equal vote. No member may enter any agreement or bind the Company to any financial or other obligations without a unanimous vote being taken.

8. Distributions

Members shall be entitled to distributions according to the criteria set forth below:

Profits of the Company will be accounted for by (insert criteria for accounting), and distributions will be made on a (insert basis – for example: quarterly/yearly). Members may take a vote and opt not to receive a distribution or allow profits to remain with the company for distribution at a later date for the benefit of taxation considerations.

9. New Members

New Members will only be included upon amendment of this Agreement in writing and after a unanimous vote is taken by other members in favor of such action.

10. Withdrawal

Any Member reserves the right to withdraw from the Company at any time. In the event of a Member withdrawing, the remaining members reserve the right to buy out the withdrawing Member’s remaining shares of the Company.

11. Dissolution

The Company may only be dissolved by a unanimous vote, and in the event of such dissolution, the Company will be liquidated, and the debts will be paid before any remaining funds may be distributed to any Member.

12. Amendment

Amendments to this Agreement may only be made upon a unanimous vote being taken with amendments being executed in writing and signed by all Members.
All amendments or notices, and any other communications between Members shall be in writing and provided to all Members.

13. Dispute Resolution

Any disputes between Members in terms of this Agreement or relating to the Company’s activities shall first be subject to attempted resolution by negotiation. Should no resolution be reached by such means, disputes shall be resolved by: (insert further means of resolution that should be attempted before approaching a court)

In Witness Whereof, the Member(s) have executed this Agreement on (Date).

Signature

MM / DD / YYYY