Free Florida LLC Operating Agreement

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Every Florida LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.

Florida LLC Operating Agreement (Member-managed)

Here is a Member-managed Operating Agreement template available in 3 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.

A Member-managed LLC is where all the Members (LLC owners) have the ability to legally bind the LLC in contracts and agreements. The LLC Members also run the business and day-to-day operations.

Florida LLC Operating Agreement (Manager-managed)

Here is a Manager-managed Operating Agreement template available in 2 formats. This can be used for a Single-Member LLC or a Multi-Member LLC.

A Manager-managed LLC is where one or more designated people (called Managers), have the ability to legally bind the LLC in contracts and agreements. The LLC Manager(s) also run the business and day-to-day operations.

The Members can't legally bind the LLC in contracts and agreements. They also don't take part in running the business and day-to-day operations. Instead, they take a passive/investor role.

However, the Members vote the Manager(s) into their position and are required to vote on certain things, like adding or removing an LLC Member.

Which one should I choose? It depends on how you want your LLC to be managed. Please see Member-managed vs Manager-managed LLC for more details. If you’re not sure which one to use, we recommend using the Member-managed Operating Agreement. This is the most common type of LLC management.

What is a Florida LLC Operating Agreement?

Operating Agreement

A Florida LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.

Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.

What should be included in LLC Operating Agreements?

Basic Information

Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your Florida LLC Articles of Organization. Florida LLC Operating Agreements should include:

Limited Liability Company Ownership

Your Operating Agreement will list all the Florida Limited Liability Company Members and how much of the Limited Liability Company they each own.

How much of the LLC someone owns is called their “LLC Membership Interest”.

LLC Membership Interests are most often expressed as a percentage (like 5%, 50%, 100%, etc.).

Note: Some people make the mistake of saying they are “shareholders” of an LLC. This isn’t accurate. The terms “shares” or “shareholders” do not exist when talking about LLCs. The term “shares” specifically refers to ownership in a Corporation.

Initial Capital Contributions (putting money into your LLC)

After your LLC is approved, you should open an LLC bank account and put money into that account.

Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.

You will list the initial capital contributions in your LLC’s Operating Agreement.

Matt Horwitz, founder of LLC University®Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.

  • Related article: To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.

Statement about taxes

You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:

  • LLC taxed as a Sole Proprietorship
  • LLC taxed as a Partnership
  • LLC taxed as an S-Corporation
  • LLC taxed as a C-Corporation

Note: Husband and wife LLCs can sometimes be taxed as a Qualified Joint Venture LLC. To do this, the LLC must be formed in a community property state. Florida is not a community property state, so your Florida LLC can’t be taxed as a Qualified Joint Venture.

Voting Rights of LLC Members

The rules of membership voting will be spelled out in your Florida LLC’s Operating Agreement.

If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.

If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).

However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).

Make sure all LLC Members have a copy

Once you finalize your Operating Agreement, make sure every LLC Member has a copy.

We recommend keeping a copy of the Operating Agreement with your LLC business records.

Operating Agreement FAQs

As per Section 605.0105 of the Florida LLC Act, an Operating Agreement isn’t required for an LLC in Florida.

But while it’s not required in Florida to conduct business, we strongly recommend having an Operating Agreement in Florida for your LLC.

Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.

It’s best to have an Operating Agreement, even if you are the only Member of your Florida LLC (a Single-Member LLC).

If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. And that protects your personal assets.

It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This document will spell out ownership percentages, profit distribution, and management responsibilities.

If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.

No, you don’t have to send your Operating Agreement to the Florida Secretary of State, your Florida Registered Agent, or any other government agency.

Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.

The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.

However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.

Additionally, you may also need to show this document to:

  • financial institutions when you open a business bank account
  • financial institutions if you apply for a loan for the LLC
  • a title company if your LLC is buying real estate

No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign the written Operating Agreement (it’s not a good idea to just have an oral agreement, rather than a formal document).

Once you (and any other LLC Member, if applicable) sign the Agreement, then it becomes a legal document.

Yes, but we recommend using an Operating Agreement template.

An Operating Agreement is a legal document. You don’t have to hire a lawyer to write one, though. Using a template helps make sure you cover everything you need to.

LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.

If you wanted to write a simple Florida Operating Agreement without using a template, you could. You’d need to check with the Florida LLC Act to make sure it meets all the requirements.

For example, at a minimum, you’d want your Florida LLC name, your Registered Agent information, your business purpose, the names of each LLC Member, and information about the initial capital contribution.

However, there is a lot more information that is important to document about your LLC.

It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.

An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Articles of Organization with the state.

An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.

Said another way, the LLC is your legal entity. And LLC Operating Agreements are a written set of rules for how the LLC will operate.

You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.

Here are the steps to starting an LLC in Florida:

  1. Choose an LLC name and make sure it’s available
  2. Choose who will be your Florida Registered Agent
  3. File the Florida LLC Articles of Organization
  4. Complete and sign an LLC Operating Agreement
  5. Get an Employer Identification Number (EIN) from the IRS
  6. Research business license requirements
  7. Open an LLC bank account

Matt Horwitz
Matt Horwitz
Founder & Educator, LLC University®
Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

12 comments on “Florida Operating Agreement”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. Dears,

    I’m foreigner who wants to form a LLC in Florida. Also I’m not a US resident, I live in Brazil to be more specific

    After I filled the articles of organization with all informations, is it necessary to send some additional documents to form the LLC? Whether yes, which documents do I need to send? How may I send it?

    The other question that I have is about the EIN. To have one do I need to fill the ITIN? Because I’m an alien.

    Best Regards.

    Amos Anjos.
    Rio de Janeiro, Brazil.

    • Hi Amos, you do not need to be a US resident to form an LLC in Florida (or in any state). After your Articles of Organization, complete an Operating Agreement, and then obtain your Federal Tax ID Number. Since you don’t have a US social security number, you cannot obtain the EIN online… however, you can obtain an EIN by mail or fax. You’ll need to complete Form SS-4 (IRS Form SS-4) and then mail or fax it to the IRS. On line 7b, just write “Foreign”. Fax is the recommended method since the approval time is much faster. The fax number to use is 855-641-6935. Also, make sure to file your Florida LLC’s Annual Report every year. Hope that helps!

  2. Hi Matt,

    Do you have any references/suggestions on other agreement templates that may come up for an LLC? Two that readily come to mind are general services contract for a consulting firm or hiring contractors to perform certain task for the LLC ( ie. someone not an owner in the company, but has a specialized skillset that you want to utilize on a contractual basis?)

    • Hi David, that is a great idea, but we don’t offer something like that right now. I recommend hiring a lawyer to get contracts written that are specific to your situation. Thanks for understanding.

  3. My husband put my name as well as his on the Article of Application Section 4 as a member, thinking this would protect the company if anything should happen to him. But now I am concerned we will be considered a “partnership” by the IRS, which we technically are not. Should he remove me as a member since I don’t materially participate in the company? I don’t want to have any shares and that would be subject to additional taxation forms/filing, it was merely to protect the LLC in event of his death.

    • Hi Lisa, I believe you mean Article 4 of the Articles of Organization. Your LLC will only be taxed as a Partnership if you apply for an EIN and list that there are 2 Members. That’s what the IRS goes off of. Meaning, the IRS doesn’t automatically get a copy of your Articles of Organization (unless you were to send it to them). Correct, you are not a Partnership, but an LLC with 2 or more Members is treated as a Partnership for federal tax purposes (related article: how are LLCs taxed). Also, the amount of taxes paid in an LLC taxed as a Sole Proprietorship and an LLC taxed as a Partnership will be the same. Your accountant may charge a tiny bit extra, since a 1065 Partnership return is needed in addition to your personal tax return(s), either filed jointly or separately. I’m not sure if you need to materially participate in the LLC in order to be a Member. That would be a question for an attorney in Florida. And how LLC membership interests are treated upon a Member’s death can be handled in a number of different ways. I’d say overall, before you do anything, you should speak with an attorney familiar with LLC formation as well as estate planning. If you do decide to remove yourself from the Florida LLC’s Articles of Organization, you’ll need to file an “Articles of Amendment to Articles of Organization“. Hope that helps.

  4. Hi Matt , i italian and lives in Italy . i m process to open LLC company in Florida , with two partners …i ve got two past business in Florida and i loose money because my ex-partner , no was honest …i would add a decalogue/handbook for members in LLC …i can add that rules and all members sign …i can send you my decalogue and you add in LLC Agrement and how do charge for that ? please let me know

    • Hi Francesco, we don’t offer Operating Agreement review or contract services at this time. Thank you for your understanding.

  5. I would like to open an LLC, however I am not a US Resident or Citizen, but my partner is a Citizen. We intend to apply for a EIN number, but I’m unsure of how would that work in regards to IRS. Could you advise?

    Thanks so much.

    • Hi Natalia, it’s okay. There are no citizenship or residency requirements to forming an LLC in Florida. And as for the IRS, only 1 person needs to be listed as the LLC EIN Responsible Party. If your partner wants to obtain the EIN, it can be done online: apply for LLC EIN online. If you want to obtain the EIN, you need to mail or fax Form SS-4. Please see here: Get LLC EIN without SSN. Will be visiting Florida in person to open an LLC bank account? You’ll also want to speak with an accountant regarding any tax filings you may have. Make sure to work with an accountant who specializes in working with non-US residents. We recommend Gary at GW Carter. Hope that helps.

  6. Can we open LLC bank account before LLC .
    If one of 2 members is going to pass away, can another one have 100% LLC and should be bank account number changed or not.


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