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Florida's Revised Limited Liability Company Act deals with the agreement in section 605.0105, titled "Operating agreement; scope, function, and limitations". The Division of Corporations fee page for a new LLC lists a $100 filing fee and a $25 registered agent fee and no charge or filing for an operating agreement. So you keep it in your own records. The filing that forms the company is covered in our Florida LLC guide.
Does Florida say an operating agreement is required?
We found no sentence in section 605.0105 that tells you to have one in writing or to file it. What the section does is set the job of the agreement. It governs:
- Relations among the members as members, and between the members and the LLC.
- The rights and duties of a person as a manager.
- The activities and affairs of the company, and how they are conducted.
- The means and conditions for amending the agreement.
If you leave something out, the Act fills in. The statute says that to the extent the agreement does not provide for a matter, the chapter governs it. That default may not match what you and your co-owners would pick, which is the usual reason to write your own.
What can a Florida agreement not do?
Section 605.0105(3) is a list of limits. The main ones for a small company:
- It cannot vary the law's requirements about registered agents, or about the Division and the records filed with it.
- It cannot change an LLC's capacity to sue and be sued in its own name.
- It cannot eliminate the obligation of good faith and fair dealing, though it may set standards for measuring it if they are not manifestly unreasonable.
- It cannot eliminate the duty of loyalty or the duty of care, except as subsection (4) allows.
- It cannot relieve a person from liability for bad faith, willful misconduct or a knowing violation of law.
- It cannot unreasonably restrict a member's information rights, though it can set reasonable limits on how information is used.
- It cannot vary the statutory grounds for dissolution. A deadlock mechanism is not treated as varying them.
Subsection (4) gives room. If a term is not manifestly unreasonable, the agreement may identify types of activity that do not violate the duty of loyalty, and may alter the duty of care. The court decides that question as a matter of law.
Which Florida facts belong in the agreement?
Use the general list in our operating agreement guide, then add these.
- Name. The LLC name must contain "limited liability company", L.L.C. or LLC. Use it the same way everywhere.
- Registered agent. The agreement cannot change the statute's agent rules. It can say who chooses the agent and who pays. See the Florida registered agent page.
- Annual report. It is due by May 1 and costs $138.75 for an LLC. A $400 late fee applies after May 1. Say who files it and by what date.
- Managers and authorized members. The annual report can add, delete or change their names and addresses. A resignation filing costs $25. The agreement should say who must approve a change.
- Manager-managed or not. The articles may declare the LLC manager-managed, but a declaration cannot override the limits in section 605.0105(3). Make the agreement say the same thing.
- Amendments. Section 605.0105 lets the agreement set the means and conditions for amending itself. Choose a vote threshold.
One member or several?
Both can use an agreement. A single owner needs a short one that records ownership and what happens on death or sale. Several owners need capital, votes, transfers and exits. See the single member operating agreement and multi member operating agreement pages.
Free template or a Florida lawyer?
Our free template is generic and is not legal advice. The limits above mean a clause copied from elsewhere may not hold in Florida. Have a Florida lawyer read it if you have partners, investors or real property.
Then get your EIN with the EIN guide.
Ready to form? Use the start an LLC form.