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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.
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.
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.
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.
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:
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.
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.
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.
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
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.
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).
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.
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.
Why should an LLC with only one Member still have an Operating Agreement?
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.
Does a Multi-Member LLC need an Operating Agreement?
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.
Do I have to send my Operating Agreement to the state?
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:
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.
Can I write my own Florida Operating Agreement?
Yes, but we recommend using an Operating Agreement template.
An Operating Agreement is a legal document. You don’t have to hire an attorney 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.
How do you write a simple 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.
What is the difference between an LLC and an Operating Agreement?
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.
How do I set up an LLC in Florida?
Matt Horwitz is the leading expert on LLC education, and has been teaching for 15 years. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC. 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.
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Thanks! You're subscribed √ Your email address is already subscribed.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.
What can be done if a Fl llc with 2 equal members was changed by one member to a manager-managed llc without the knowledge or consent of the 2nd member ? And the now Manager is making decisions without any regard to the other member. Reply
Matt HorwitzHi Mary, this is most likely a breach of the Operating Agreement and isn’t legal. If material, I’d chat with an attorney or two for the best course of action. Reply
One more question Matt! Basically, for tax purpuses, I’m trying to figure out if I filed my fiance’s LLC correctly on the IRS page when I applied to get the bussiness EIN number. The IRS sent my fiance the comfirmation letter with EIN number included, stating that the company is under Johanhaul, LLC/Name of my Fiance (ommited the name of my fiance here for secury purpuses), Sole MBR. In this case, is the bussiness still a separate entity from my fiance’s personal assets? Meaning, in case of a law suit, and/or for tax purpuses, is my fiance personal assets apart from the company when filing taxes? Our intention was to keep both separate. The reason I ask is because of the satatement below: “According to the IRS, a single-member limited liability company is a “disregarded entity”, meaning there is no separation between the business and its owner. By default, the IRS taxes it the same as a sole proprietorship.” Thanks again Matt! Reply
Matt HorwitzHey Donna, that is about tax treatment only, and not about state law and asset protection. So the LLC your fiancé set up still offers personal asset protection. From a legal stand point, the assets of the business are separate from the assets of your fiancé. However, from an IRS tax standpoint, your fiancé is responsible for any taxes for the LLC. Hope that helps. Reply
You are the BEST! Thanks so much Matt! You literally saved me $160 already!
I thought I made a mistake when using the tittle “manager” when I registered the LLC with the Flrodia Division of Coorporations, and also when I registered the company with the IRS. So, it looks like I did both right from the begining. Thanks God I found you! :-) Do you offer any classes or consulting? You are worth spending my money in! :-) Thank you for sharing your expertice! Thanks again Matt! Reply
Haha, thanks so much Donna! I don’t offer classes or consulting at this time, however, if you have any questions, I can likely guide you to the answer on our site, or help you here in the comments. And you’re very welcome! Super happy to help! Reply
Hi Matt! In a manager-managed sole proprietor LLC. Can the designated manager (in this case it’s me, and I’m not a member of the LLC; filed in Florida), choose not to be compensated by the services rendered as manager? If so, how do we add that in the Operating Agreement? I’m assuming it will be under “ARTICLE V: Compensation-
5.1 MANAGEMENT FEE” correct? Basically, I’m just helping my fiancé run his trucking business, and need the authority to do so, but I don’t want to be a member of his LLC nor him or me be taxed for my “manager” role. I hope this makes sense. lol Thanks so much! Reply
Hi Donna! Yes, you can still be an LLC Manager (that is a non-Member) and receive no compensation. And yes, that would be the section to edit the Operating Agreement. Hope that helps. Reply
Thank you so much Matt! Reply Matt Horwitz You’re welcome Donna :) ReplyCan 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. Reply
Hi Nina, no, you can’t open an LLC bank account until the LLC is approved. If one Member will soon be passing away, it’s often better for them to create a Trust and their Trust be an LLC Member. You’ll want to speak with an estate planning attorney for that. Hope that helps. Reply
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. Reply
Matt HorwitzHi 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. Reply
Francesco TermineHi 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 Reply
Matt HorwitzHi Francesco, we don’t offer Operating Agreement review or contract services at this time. Thank you for your understanding. Reply
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. Reply
Matt HorwitzHi 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. Reply
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?) Reply
Matt HorwitzHi 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. Reply
Thank you for the quick reply! Reply Amos AnjosDears, 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. Reply
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! Reply
