Florida LLC Operating Agreement

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LLC Operating Agreement (template + instructions)

Downloads

Download a free LLC Operating Agreement:
Member-managed: Google DocWordPDF
Manager-managed: Google DocWord

Next Step

After you’ve completed and signed your LLC’s Operating Agreement, you can proceed to the next lesson: Federal Tax ID Number (EIN).

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.

FLORIDA LLC GUIDE

Follow the lessons below to form your Florida LLC.

Overview

  1. LLC Name
  2. Registered Agent
  3. Articles of Organization
  4. Operating Agreement
  5. EIN Number
  6. Annual Report

11 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.

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Hope that helps!

Matt Horwitz founder of LLC University
Matt Horwitz
Founder & Educator
LLC University®