LLC Operating Agreements in Florida: What They Cover and How a Fort Lauderdale Business Attorney Can Help
The Elliot Legal Group, P.A. is a Florida law firm that represents individuals and businesses in business law, real estate, probate and litigation in Broward, Miami-Dade and Palm Beach counties. Its main office is at 115 NE 3rd Avenue, Suite 707, Fort Lauderdale, FL 33301. Call (754) 332-2101 to talk with the firm about your company. This article is general information, not legal advice.
In brief
- Florida does not require an LLC to have a written operating agreement, but every LLC with more than one owner should have one.
- The agreement sets how decisions, profits and exits are handled. Without it, state default rules decide.
- It cannot remove the duties of loyalty and care or the duty of good faith and fair dealing.
- It is kept with the company's records. It is not filed with the state.
Do I need an operating agreement for my Florida LLC?
Florida does not require an LLC to have a written operating agreement in order to form, but every LLC with more than one owner should have one. Without it, state default rules decide how decisions, profits and exits are handled, and those rules may not match what you and your partners expect.
What does a Florida operating agreement cover?
An operating agreement is the contract that sets the rules for your company. Under Florida's LLC statute, it can govern the relationships among the members and between the members and the company, the rights and duties of any manager, how the company's business is conducted, and how the agreement itself is amended. If the agreement says nothing on a point, the statute's default rules apply.
What can an operating agreement not do?
It cannot override everything. Under Florida law, an operating agreement cannot eliminate the duties of loyalty and care or the obligation of good faith and fair dealing, though it may set reasonable standards for them. It also cannot excuse bad faith or willful misconduct, unreasonably restrict members' rights to information or to sue, or change the filing and registered-agent rules.
What should a Florida LLC operating agreement include?
Decide these points before you sign.
- Ownership: Who owns what percentage, and what each person contributes
- Management: Whether members or a manager run the company, and what needs a vote
- Money: How profits are shared, when distributions are made, and when members must add capital
- Decisions: Which decisions need unanimous consent, a majority, or a manager's approval
- Transfers: Who may sell an interest, and whether others have first rights to buy
- Exit: What happens when a member leaves, dies, becomes disabled or divorces
- Disputes: How deadlocks are resolved, such as mediation or a buy-sell process
- Records: What information members receive, and how the books are kept
Does a single-member LLC need an operating agreement?
A single-member LLC is not required to have one, but a written agreement is still useful. It documents that the company is a separate legal entity from its owner, sets out who can act for the company, and answers what happens if the owner dies or becomes unable to manage it.
What if my business partners disagree?
A clear agreement is a reliable protection. It can set how disagreements are decided, require mediation first, and provide a buy-sell process if the owners cannot continue together. If a dispute has already started, a lawyer can review the agreement and explain your options. If you operate as a partnership rather than an LLC, a written partnership agreement does similar work. Read about business litigation if a disagreement is heading toward a lawsuit.
How do I form an LLC in Florida?
Forming an LLC takes a handful of steps.
- Choose a name that is available on Sunbiz, the Florida Division of Corporations website.
- File the Articles of Organization with the Division of Corporations. The state fee is $100, plus $25 to designate a registered agent.
- Appoint a registered agent with a Florida street address.
- Obtain an employer identification number from the IRS if you will have employees or file as a partnership.
- Sign your operating agreement.
- File an annual report with the state each year, between January 1 and May 1; missing the deadline can bring a late fee and, eventually, administrative dissolution.
Fees and deadlines change, so confirm them on the state's website. Our business law team can help you choose a structure and prepare the documents.
Do I need a business license in Florida?
Florida does not issue one general state business license. Most businesses register the company with the state, then obtain a local business tax receipt from the county and city where they operate, plus any license required for their specific profession. Check the requirements for your county and trade before you open.
What should I look for in an LLC or business attorney in Fort Lauderdale?
Look for an attorney who handles both the paperwork and the disputes: someone who can tell you how the agreement works in the boardroom and how it is enforced in the courtroom. Ask whether the lawyer practices business law and business litigation in Broward, Miami-Dade and Palm Beach counties, who will handle your matter day to day, and how fees are set.
Many South Florida owners hold property in an LLC. Does the operating agreement matter there?
Yes. If your LLC owns real estate, the operating agreement should say who can sign deeds, leases and loan documents, who approves a sale, and what happens to the property if an owner leaves. See our real estate law practice for transactions involving LLC-owned property.
When should I update my operating agreement?
Review it whenever ownership changes, a new member joins, a loan requires new terms, or the business takes on a new line of work. An outdated agreement can leave the company following rules nobody agreed to. For example, a change in law can change the rule that the members and the LLC have to play by.
Frequently asked questions
Is an operating agreement required in Florida? Florida does not require one to form an LLC, but it is strongly recommended, especially with more than one owner.
Does an operating agreement have to be filed with the state? No. It is kept with the company's records, not filed with the Division of Corporations.
Can an operating agreement be changed later? Yes, in the way the agreement itself provides, which is often a vote of the members. Florida Statutes also allow for the oral amendment to operating agreements.
Who can help me draft one in South Florida? The Elliot Legal Group, P.A. advises business owners in Broward, Miami-Dade and Palm Beach counties. Call (754) 332-2101 or contact the firm online.
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