Florida does not require an LLC to file or even sign a written operating agreement. But under section 605.0102(45), the members’ agreement can be oral or implied, and where it is silent, the default rules of chapter 605 apply. A written agreement lets the owners decide management, profits, transfers and exits instead of relying on those defaults.
Search for "Florida LLC operating agreement" and you will find two kinds of answers: it is not required, and you absolutely need one. Both are partly right. Florida does not make you file an operating agreement or even put one in writing. But Florida law treats every LLC as having an operating agreement of some kind, and when the owners have not written down their rules, the statute writes them instead. This guide explains what the law actually says and what a well drafted agreement should cover.
Is an operating agreement required in Florida?
A written operating agreement is not required, and it is never filed with the state. The articles of organization filed with the Division of Corporations are all the state needs to create the LLC. But section 605.0102(45) of the Florida Statutes defines an operating agreement as the agreement of the members, "which may be oral, implied, in a record, or in any combination thereof," including the agreement of a sole member. So even an LLC with no written document has an operating agreement in the legal sense, made up of whatever the members said and did.
The problem with an oral or implied agreement is proving what it says. When members disagree, they may each remember the deal differently, and a court has to sort it out.
What happens if my Florida LLC has no written operating agreement?
Under section 605.0105(2), to the extent the operating agreement does not provide for a matter, chapter 605 governs it. These default rules were written to work for a typical LLC, not for yours. One example: an LLC is member managed unless its articles of organization or operating agreement expressly say it is manager managed (section 605.0407(1)). Many owners who intend one person to run the company never put that in writing, and the default may not match how they actually operate. The defaults also govern matters such as distributions, transfers of ownership and how a member dissociates from the company, and they may produce results the members never expected.
What should a Florida LLC operating agreement include?
| Clause | What it decides | Why it matters |
|---|---|---|
| Ownership and contributions | Who owns what percentage and what each member contributed | Avoids disputes about who put in what |
| Management | Member managed or manager managed, and who holds which authority | Overrides the member managed default when needed |
| Voting | Which decisions need a majority, a supermajority or unanimous consent | Prevents one member from acting alone on major decisions |
| Distributions | When and how profits are paid out | Sets expectations and protects working capital |
| Transfers | Whether members can sell or give away their interest, and first purchase rights | Keeps ownership among people the members chose |
| Buy sell terms | What happens on death, disability, divorce, retirement or departure, and how the price is set | Gives everyone a fair exit and continuity for the business |
| Deadlock and disputes | How ties are broken and whether mediation or arbitration comes first | Keeps disagreements out of court where possible |
| Amendment | How the agreement itself can be changed | Lets the agreement grow with the business |
What can a Florida operating agreement not do?
Members have wide freedom to set their own rules, but section 605.0105(3) sets limits. Among other things, an operating agreement may not:
- Vary the company's capacity to sue and be sued.
- Eliminate the duty of loyalty or the duty of care, except as the statute allows.
- Eliminate the duty of good faith and fair dealing, although it may set standards for measuring it that are not manifestly unreasonable.
- Relieve a person from liability for bad faith, willful or intentional misconduct or a knowing violation of law.
- Unreasonably restrict a member's rights to information.
- Vary the grounds for dissolution set out in section 605.0702.
Within those limits, section 605.0105(4) allows an agreement to adjust certain duties, for example by specifying how a transaction involving a conflict of interest can be approved by disinterested members after full disclosure. Provisions like these are where a custom agreement differs most from a template.
Does a single member LLC need an operating agreement?
Florida's definition expressly includes the agreement of a sole member, so even a one owner LLC has one. A written agreement is still useful for a single member LLC because it documents that the company is separate from its owner, can name who will manage the business if the owner dies or becomes incapacitated and is often requested by banks. That succession question ties directly to the owner's estate plan.
Single member vs multi member: what changes?
| Issue | Single member LLC | Multi member LLC |
|---|---|---|
| Main purpose of the agreement | Separateness, succession and banking | Rules among owners |
| Voting and deadlock | Rarely an issue | Central |
| Buy sell terms | Succession on death or incapacity | Exits, buyouts and pricing |
| Risk of relying on defaults | Lower, but succession gaps remain | Higher, since owners may disagree |
Can I use an operating agreement template?
A template is better than nothing, and many single member LLCs start with one. The risk is that a template written for another state or a generic business may not reflect Florida's chapter 605, or may not match how your company actually works. For multi member LLCs, a template often leaves out the buy sell and deadlock terms that matter most when a relationship changes. Reviewing a template with an attorney is a sensible middle ground.
When should I sign or update the agreement?
- At formation, alongside the articles of organization. Our guide to starting a Florida LLC places it as step 5.
- When a member joins or leaves.
- When the company takes on investors or significant debt.
- When the business plans for a sale or a change in management.
- When an owner updates an estate plan.
Keeping the company itself in good standing is a separate task, covered in our article on the Florida LLC annual report.
How we help
We draft operating agreements as part of our business formation service, and we review and update agreements for existing companies. When members already disagree, our business litigation team looks first at what the operating agreement says. Both are part of our business and corporate law practice. You can meet with us in Fort Lauderdale, Indian Harbour Beach or Orlando.
David Cannady is the founding partner of Cannady & Associates. A former Florida prosecutor, he was admitted to The Florida Bar in 2014 and earned his J.D. at Florida State University College of Law.
This article is general information about Florida law, not legal advice for your situation. Laws change; talk to a lawyer about your facts.
