Florida · Operating agreement
Florida LLC operating agreement
What Florida's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Florida operating agreementWhat Florida’s LLC act says
Florida defines an operating agreement as an agreement of the members, even if it goes by another name, about how the company runs. 4
Florida lets an operating agreement be oral, implied, in a record, or any mix of those. It does not have to be a signed document. 4
What Florida’s act does not let an agreement change:
- Cannot eliminate the duty of loyalty or the duty of care 1
- Cannot vary the grounds for dissolution 1
- Cannot vary the rules on registered agents 1
One-member company. Florida's definition of an operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Not confirmed for Florida from an official source: whether a Florida agreement is filed with the state.
What happens with no agreement
Florida treats an LLC as member-managed unless the operating agreement or articles of organization say it is run by managers. 2
Without an agreement, Florida shares profits and losses among members by the agreed value of each member's contributions, as stated in the company's records. 3
What the template covers in Florida
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Florida’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Florida LLC
You form a Florida LLC by filing with Florida’s Division of Corporations.
The Florida LLC annual report is due May 1 every year. 5
Every Florida LLC, and every foreign LLC with a Florida certificate of authority, must designate and continuously maintain a registered office and a registered agent in Florida under s. 605.0113(1), Florida Statutes. 6
Search the Florida business records at the Division of Corporations before you file: Florida entity search.
The operating agreement for a Florida LLC is separate from the Florida formation filing.
Common questions
Is an operating agreement required for an LLC in Florida?
Florida's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules apply. 1
Is there a Florida LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Florida LLC have an operating agreement?
Florida's definition of an operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Does a Florida operating agreement need to be notarized?
None of the Florida rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Florida operating agreement, and is it filed?
We could not confirm from an official Florida source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Florida’s Division of Corporations. 7
Also in Florida
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Florida LLC act, section 605.0105 leg.state.fl.us, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.
- Florida LLC act, section 605.0407 leg.state.fl.us, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization …
- Florida LLC act, section 605.0404 leg.state.fl.us, checked Nov 13, 2026
Profits and losses of a limited liability company must be allocated among the members and persons dissociated as members on the basis of the agreed value
- Florida LLC act, section 605.0102 leg.state.fl.us, checked Nov 13, 2026
an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof
- Florida LLC annual report dos.fl.gov, checked Sep 1, 2026
- Florida LLC act, registered agent rule leg.state.fl.us, checked Sep 18, 2026
- Official state fee schedule for LLC filings dos.fl.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Florida’s rules. It is not legal or tax advice.
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