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Although an operating agreement is not a legal requirement to form an LLC in the state of Florida, it is recommended that you consider using our free Florida LLC Operating Agreement template to draft one. Our sample will help you outline important aspects of the company’s ownership and written guidelines that govern its management.

Florida LLC Operating Agreement

Prepared for:

​[Member2.FirstName][Member2.LastName]​

​[Member2.Company]​

​Created by:

​[Member1.FirstName][Member1.LastName]

​[Member1.Company]​

Image 1

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:

Most small businesses are single-member or single-owned LLCs. The core reason for forming an LLC is to limit liability for debts owed by the company, preventing owner(s) from being held personally liable should the business fail.

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)

This clause may also be extended with confirmation of which members should have contributions paid back before any profits are distributed by the company. It may also limit a member’s right to withdraw or reduce their contributions according to defined criteria.

7. Interest and Authority

  1. The Members’ ownership interest in the Company shall be in accordance with the value of their respective capital contributions, expressed as a unit.

  2. 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.

This operating Agreement LLC Florida sample covers a basic distribution clause. To further cater for distributions, you may mention and define what terms like “net profits” and “net losses” mean, how profits and losses will be shared, and what the criteria is for declaring a profit or loss. This section may also confirm if a capital account is required, what happens if Members provide loans to the company, or what expenses should be prioritized by the Company before distributions are made to any Member.

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.

Such a clause may differ according to the pre-agreed criteria of Members or may exclude other members from being included altogether in perpetuity. This will vary depending on what the members have previously agreed on before the LLC was formed.

10. Withdrawal

  1. 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.

This clause may also be extended to set out the criteria under which the withdrawing Member’s ownership stake in the Company may be purchased. For example: equally by remaining Members or according to a Member’s individual Contributions or Ownership stakes.

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.

The clause may also be extended to include instances of the company being dissolved due to a member’s death or disability.

12. Amendment

  1. 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.

  2. 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)

The Operating Agreement LLC Florida template provides for the first means of dispute resolution that should be attempted. Other forms of dispute resolutions are Mediation and Arbitration. These relieve costs involved with litigation through courts. Mediation involves a “Mediator” who will hear both sides and suggest a resolution that’s agreed to by consent. Arbitration differs as an Arbitrator is appointed to impose a resolution. The parties will typically agree in advance that the decision of the Arbitrator is final and binding.

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

​

Signature
MM / DD / YYYY

​

Signature
MM / DD / YYYY

​[Member1.FirstName][Member1.LastName]​

​[Member2.FirstName][Member2.LastName]​

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FAQ: Operating Agreement LLC Florida Template

  • 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.

  • 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.

  • The terms that can be included in the freeFlorida LLCOperating 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 freeFlorida LLCOperating 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.

  • 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.

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Operating Agreement LLC Florida Template

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Document relevant aspects of your company’s management and operation in Florida with our free operating agreement LLC Florida template.

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