Your Florida LLC Operating Agreement

One line in the statute changes everything

Your LLC already has an Operating Agreement. The problem is, it’s only verbal

The legal definition is literal and surprises almost everyone: in Florida, the Operating Agreement is an agreement of the members, “whether oral, implied, in a record, or in any combination thereof,” and it expressly includes the agreement of a single-member LLC.

In other words: the agreement has existed since day one, whether or not you wrote it down. Putting it in writing doesn’t create anything new: it records what was already agreed, before each member’s memory starts telling the story differently.

LLC or corporation?

They are two different documents under two different chapters of the Florida Statutes. Using the wrong one leaves the company governed by the law’s default rules instead of your own.

Limited Liability Company (LLC) → Operating Agreement, Chapter 605. You’re on the right page.
Corporation (Inc., C-Corp or S-Corp) → bylaws, Chapter 607. That’s a different document, covered on its own page.
PA or PLLC → the document follows the chosen entity type, with the Chapter 621 layer on top.

What clients tell us

Where it really hurts

“It’s my LLC and I’m the only member”

The bank still asks for it, and the law still recognizes a sole member’s agreement. Without it, the separation between you and the company is harder to defend.

“We never wrote down who owns what”

The percentages were agreed in conversation. When the first profit distribution comes around, two versions of the same deal surface.

“The bank asked me for the Operating Agreement”

It’s the document the bank uses to identify the beneficial owners and who can sign. Without it, the account stalls.

“A member wants out”

Is their share bought out? At what price? Can they sell it to an outsider? Without a written agreement, every answer is a negotiation from scratch.

“Who’s in charge here?”

Member-managed or manager-managed isn’t just a label: it defines who can bind the company with third parties.

“I used a generic template”

Written for another state, citing sections that don’t exist in Florida and out of step with your Articles of Organization.

Problem by problem

What we do about each one

“I’m the only member”
We prepare a single-member Operating Agreement, which the law itself recognizes, covering the contribution, management and succession rules in case something happens to the member.
“We never wrote down the percentages”
We put in writing each member’s contribution, their percentage and how profits and losses are shared, before the first profit turns it into an argument.
“The bank asked for it”
We prepare the signed document and, if needed, the resolution naming the authorized signers on the account.
“A member wants out”
The agreement covers what happens to their interest: right of first refusal, transfers to outsiders and a valuation method agreed in advance.
“Who’s in charge here?”
We state in writing whether the LLC is member-managed or manager-managed, with each role’s powers and which decisions require a unanimous vote.
“I used a generic template”
We start from a standard template drafted under Chapter 605 and check it against your actual Articles of Organization.

What’s inside

What an Operating Agreement governs

§605.0105(1) sets the scope: relations among the members and with the company, the manager’s duties, the company’s activities and how the agreement is amended. Whatever the agreement doesn’t cover is governed by Chapter 605 (§605.0105(2)).

Members and contributions

Who the members are, what each one contributed, what percentage each holds and how a new member is admitted.

Management

Member-managed or manager-managed, the manager’s powers, reserved decisions and required majorities.

Distributions

How and when profits are distributed, and what happens with losses and additional contributions.

Transfer of interests

Whether a member can sell, to whom, with what priority for the other members and under what valuation method.

Exit and dissolution

A member’s withdrawal, death, grounds for dissolution and how the company is wound up.

Amending the agreement

§605.0105(1)(d) says so expressly: the agreement must state how it is amended. It’s the clause people forget most often.

The limits of freedom of contract

What an Operating Agreement can’t do

Chapter 605 gives members wide freedom to agree, but it isn’t unlimited. §605.0105(3) lists what the agreement cannot change, and it’s worth knowing before you sign something that won’t hold up later.

It cannot change the company’s capacity to sue and be sued in its own name (§605.0109).
It cannot change the law that governs the company (§605.0104).
It cannot alter the chapter’s requirements and procedures regarding the registered agent.
It cannot alter the rules on the documents that must be filed with the Department of State.

What we do

Prepare the Operating Agreement on a standard Chapter 605 template
Put in writing the percentages and rules you’ve already agreed on
Check it against your Articles of Organization
Prepare the single-member and multi-member versions
Deliver it ready for the bank and the company file
Update it when a member joins or leaves

What we don’t do

Advise on which percentage or clause is best for you against your business partner
Draft custom terms for a negotiation in progress
Value membership interests or set the price of a buyout
Give opinions on the legal consequences of a specific agreement
Give tax advice on how the LLC is taxed
Step in once there is already a dispute between members

We prepare the document on a standard template and complete it with what the members have already agreed. Deciding what you should agree to is a legal judgment for a licensed attorney.

How we work

The process, in four steps

You send your Articles of Organization

You send us the LLC’s current articles and, if there is one, any earlier agreement between the members, in writing or by email.

You answer a member questionnaire

Members, contributions, percentages, management type and distribution rules. Specific questions, short answers.

We send a draft for review

We send you the complete document and point out which sections all members should review before signing.

We keep the signed copy on file

Once signed, it’s kept with the rest of the company file, which satisfies §605.0410(1)(b): the LLC must keep a copy of the agreement in effect.

Frequently asked questions

What clients ask us most

What is an Operating Agreement?

It’s the agreement among an LLC’s members on how the company runs: who the members are, what each one contributed, who manages it, how profits and losses are shared and what happens when someone joins or leaves. In Florida, it’s governed by Chapter 605 of the Florida Statutes.

Does it have to be in writing in Florida?

The law allows it to be oral or implied: the definition in §605.0102 refers to an agreement “oral, implied, in a record, or in any combination thereof.” But a verbal agreement can’t be shown to a bank, and it proves nothing when two members remember things differently.

I’m the only member of my LLC. Do I need one?

The legal definition itself expressly covers the agreement of an LLC “including a sole member.” In practice the bank asks for it, and it’s the document that supports the position that the LLC and you are separate.

Is it filed with the State of Florida?

No. It isn’t filed with the Department of State and it isn’t public. It’s signed, kept on file and shown to those entitled to see it. §605.0410(1)(b) requires the LLC to keep a copy of the agreement in effect and of its amendments.

How is it different from the Articles of Organization?

The articles create the LLC with the state and are public: name, address, registered agent. The Operating Agreement is internal and governs the relationship among the members. One forms the company; the other governs it.

What do member-managed and manager-managed mean?

A member-managed LLC is run by its members. In a manager-managed LLC, one or more managers are appointed, who may or may not be members. The difference matters because it defines who can bind the company with third parties.

Is there anything that can’t be agreed?

Yes. §605.0105(3) lists the limits: the agreement cannot change the company’s capacity to sue and be sued, the governing law, the rules on the registered agent or those on the documents filed with the Department of State.

What about anything the agreement doesn’t cover?

The law decides. §605.0105(2) is clear: to the extent the Operating Agreement doesn’t address a matter listed in §605.0105(1), Chapter 605 governs. That’s why it matters to agree on whatever you don’t want the default rule to decide.

Can I change it later?

Yes, and the agreement itself should say how. §605.0105(1)(d) expressly lists the manner and terms of amendment among the matters the agreement governs. The amendment is documented and replaces the earlier version.

Does my foreign LLC need one to open an account in the United States?

Banks routinely ask for it to identify beneficial owners and signers. It’s also worth knowing that maintaining bank accounts is not considered “transacting business” in Florida (§605.0905(1)(c)), so having an account here does not, on its own, require the foreign company to register.

Does the same document work if I have members in several countries?

Yes, and it’s a common situation. What needs care is the mechanics of remote signing and voting, so decisions are valid without getting everyone into the same room.

Can you review the one I already have?

Yes. We check it against your articles and against Chapter 605, and point out the gaps: missing clauses, references to other states’ laws and internal contradictions. From there, you decide whether to update it or start over.