Forming a limited liability company (LLC) in Florida is a popular way for business owners to protect their personal assets while keeping operations flexible. Many clients ask me whether they really need an operating agreement, especially since Florida does not legally require one to form an LLC. While it’s true that you can file your Articles of Organization with the Florida Division of Corporations without submitting an operating agreement, skipping this important document can create unnecessary risks. As a business law attorney serving Seminole, Tampa Bay, and St. Petersburg, I’ve seen firsthand how disputes and confusion can arise when LLCs don’t have clearly defined rules in writing.
An operating agreement is the internal document that sets the terms for how your Florida LLC will operate. It outlines each member’s responsibilities, financial rights, voting powers, and what happens if someone leaves the business. Even if you’re the only member of your LLC, a written agreement gives structure, protects your limited liability status, and strengthens your legal position in disputes. Florida law gives LLC members wide flexibility to define their own terms—but if you don’t, the default rules under Florida Statutes Chapter 605 will control your company.
Why An Operating Agreement Matters Under Florida Law
Under Florida Statutes § 605.0105, members of a Florida LLC have the right to adopt an operating agreement that governs relations between members and the LLC. This agreement can be written, oral, implied, or a combination of all three. But without a written agreement, you are relying on interpretations of default provisions—many of which may not reflect what you actually intended.
Florida’s LLC Act includes many default rules that apply when an operating agreement is silent or missing. For example, unless stated otherwise, all members are assumed to have equal rights in managing the business, regardless of how much capital they contributed. Without a clear agreement, decisions may require unanimous consent instead of a simple majority, and profits are divided equally rather than based on investment.
These default rules may not match the expectations of the business owners. A well-drafted operating agreement ensures that your LLC functions the way you intend—not how the statute assumes you want it to operate.
Key Issues Covered In An Operating Agreement
A Florida LLC operating agreement can address many important matters, including:
- Ownership percentages
- Member contributions and distributions
- Voting rights and decision-making authority
- Appointment and removal of managers
- Profit and loss allocation
- Procedures for adding or removing members
- Buyout provisions and exit strategies
- What happens if a member dies, becomes incapacitated, or files for bankruptcy
Even single-member LLCs benefit from having a written agreement. Courts and banks often look for an operating agreement as proof that the LLC is a legitimate entity separate from its owner. If you don’t follow proper corporate formalities, it could open the door to personal liability by weakening your asset protection.
What Happens Without An Operating Agreement
If you don’t have an operating agreement in place, the structure and operation of your Florida LLC will be controlled by the default provisions of Chapter 605. That may not seem like a problem until you’re faced with a disagreement or a member leaves the business. Without a written agreement, resolving disputes becomes harder, and courts will rely on statutory language instead of your actual intentions.
For instance, if your business partner wants to withdraw from the company and take their capital investment with them, you’ll have to follow Florida’s statutory procedures—even if those don’t make sense for your business. If there’s no guidance on valuation or buyout terms, that could lead to litigation or an unfair outcome.
A well-written operating agreement gives you a legally enforceable way to handle problems before they arise, saving time, money, and stress in the long run.
Frequently Asked Questions About Florida LLC Operating Agreements
Is An Operating Agreement Required To Form An LLC In Florida?
No, Florida does not require an operating agreement to create an LLC. You can form the LLC by filing Articles of Organization with the Florida Division of Corporations. However, without an operating agreement, your LLC will be subject to Florida’s default laws under Chapter 605, which may not reflect your intentions.
Can I Use A Template For My Florida LLC Operating Agreement?
You can, but it’s not recommended. Generic templates rarely account for the specific needs of your business, and they may leave out important provisions related to ownership rights, profit allocation, and dispute resolution. A customized operating agreement drafted under Florida law will offer much better protection and clarity.
Do Single-Member LLCs In Florida Need Operating Agreements?
Yes, even if you’re the only member. A written operating agreement reinforces the legal separation between you and the LLC, which helps protect your personal assets. It also demonstrates to banks, courts, and potential investors that your LLC is a legitimate, well-organized business.
What Happens If There’s A Dispute And No Operating Agreement Exists?
Florida courts will apply the default provisions in Florida Statutes Chapter 605. This can lead to outcomes that may not be in your favor, especially if the statute’s default rules are inconsistent with your verbal agreements or business practices. A written operating agreement gives the court clear instructions on how your business should function.
Can I Modify My LLC Operating Agreement After It’s Signed?
Yes. Florida law allows LLC members to amend the operating agreement as long as the amendment complies with the original agreement and is properly documented. It’s common for businesses to update their agreements as they grow or as members change.
Does Florida Law Allow LLC Members To Waive Certain Rights In The Operating Agreement?
Yes, under Florida Statutes § 605.0105, members may waive or modify many statutory provisions through the operating agreement. However, certain rights and obligations—like the duty of loyalty or access to records—cannot be entirely waived. Your agreement must comply with the statute’s mandatory rules.
Call Corey Szalai Law, PLLC For LLC Agreements And Florida Business Law Guidance
If you’re forming an LLC or already operate one in Florida without a written agreement, it’s time to protect your interests. As an experienced Florida operating agreement attorney at Corey Szalai Law, PLLC, I help business owners across Seminole, Tampa Bay, and St. Petersburg draft and review operating agreements that are clear, enforceable, and aligned with Florida law.
Call my office today at 727-300-1029 to schedule a consultation. Corey Szalai Law, PLLC is located in Seminole, Florida, and serves business owners throughout the Tampa Bay and St. Petersburg areas. Let’s make sure your LLC is properly protected and built on a solid legal foundation.