A Florida LLC operating agreement is a document that helps you organize your company and manage your operations and is a great way to protect yourself in a court of law if any disputes about your company arise. It avoids the company being mistaken as a sole proprietorship or partnership for tax or legal purposes.
The operating agreement puts each member’s roles and responsibilities into writing and outlines clear expectations. Any verbal agreements should also be put into writing and should be part of your operating agreement so that they are legally binding.
Is an LLC Operating Agreement Required in Florida?
NO, an LLC operating agreement is not required in Florida. However, it is strongly advised that you should have one in place if you wish to operate your business as an LLC.
By Type
Single-Member LLC Operating Agreement
Defines the structure and operational guidelines for a limited liability company owned and managed by a single individual.
Multi-Member LLC Operating Agreement
Establishes company procedures and outlines the responsibilities of the managing members.
Laws
With or without a Florida operating agreement, your company must stick to the Florida Revised Limited Liability Company Act. However, having an operating agreement will give you more say in how your limited liability company operates:
- Section 605.0105: Operating agreement; scope, function, and limitations.
- Section 605.0106: Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.
- Section 605.0107: Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
Costs and Fees
In Florida, you need to cover the following fees for domestic and foreign LLCs:
- Articles of organization filing fee – $125.
- Name reservation fee – $25.
- Annual franchise tax report – $138.75.
How to Form an LLC in Florida
Here’s what to do to make your own Florida LLC:
Step 1 – Select a Registered Agent
In Florida, LLCs must have a statutory agent, sometimes referred to as a registered agent. This entity or individual will handle the necessary paperwork on behalf of the company and must have a physical street address in Florida.
Step 2 – Choose an Entity Type
You can choose to either open a domestic LLC or a foreign LLC. Keep in mind that foreign LLCs have to file some additional paperwork. This paperwork includes a certificate of existence that’s less than 90 days old and is issued from their original jurisdiction.
Either way, you must apply with the Secretary of State in Florida to open the entity. This application will allow you to start operating your company in the state.
Step 3 – Pay a Filing Fee
Once you’ve filed your paperwork, you’ll need to pay your LLC filing fee to get your business registration. You can pay this fee online or print your paperwork and submit it with a check to the Florida Department of State.
Step 4 – Create Your Operating Agreement
Even though this step isn’t required, it’s a good idea for keeping your LLC members legally compliant. All managing members of your LLC will need to sign your agreement. This is true regardless of whether you’re creating a single-member or multi-member LLC.
Step 5 – Get an Employer Identification Number (EIN)
The last step of creating an LLC in Florida is to get an employer identification number, also known as an EIN. This number will allow you to pay taxes, hire employees, open corporate credit cards, and open a corporate bank account.
Sample
Use our Florida LLC operating agreement template to help you get started.
