Florida LLC Operating Agreement Template: Complete 2026 Guide (Free Download)
A Florida LLC operating agreement explains who owns your LLC, who’s in charge, how money is split, and what happens if someone leaves or the business shuts down. It’s the roadmap that keeps your company and relationships from going off the rails.
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What is a Florida LLC operating agreement?
A Florida LLC operating agreement is a private contract between the LLC’s owners (members) that sets the rules for ownership, management, money, and decision‑making. It sits alongside your Articles of Organization and fills in all the details the state forms don’t cover.
Key points:
- It’s usually not filed with the State of Florida; you keep it with your business records.
- Florida’s LLC statute provides “default rules,” but your operating agreement can override many of them.
- Banks, lenders, investors, and some landlords will ask for it before doing business with your LLC.
Think of it as the “user manual” for your company: it tells everyone what to expect before problems show up.
What your Florida operating agreement should include
A strong agreement for a Florida LLC will usually cover at least these areas:
- Basic company info
- Ownership and membership
- Management and voting
- Capital contributions
- Profits, losses, and distributions
- Transfers of ownership and exits
- Dispute resolution and dissolution
Below is an overview of each section so you can see how a template comes together.
1. Basic company information
This is the straightforward part, but it needs to be consistent with your state filings.
Include:
- LLC name (exactly as filed with “LLC” or similar suffix)
- Principal office address
- Registered agent and registered office
- Effective date and term (often “perpetual”)
- Purpose clause (either specific or “any lawful purpose”)
This section anchors the agreement to the specific company and avoids confusion if you form multiple entities later.
2. Ownership and membership
Here you spell out who the members are and what they own.
Common elements:
- Member list with names and mailing addresses
- Ownership percentages or units for each member
- Whether there are different classes (voting vs non‑voting, common vs preferred)
- How capital accounts are tracked (if you’re using them)
Many templates include an attached schedule (often called “Exhibit A” or “Schedule 1”) that lists each member and their percentage. That schedule gets updated if ownership changes.
3. Management and voting
This section defines who runs the day‑to‑day business and how major decisions get made.
First, choose your structure:
- Member‑managed: All members participate in management and can bind the LLC within the scope of the business.
- Manager‑managed: One or more designated managers handle operations; non‑manager members are more like investors.
Then address:
- What counts as an “ordinary” decision vs a “major” decision
- Which decisions managers can make alone
- Which decisions require member approval (and what level: majority, supermajority, or unanimous)
- How votes are counted (by percentage of ownership, per capita, or another formula)
- How managers are appointed, removed, or replaced
Clarity here prevents arguments over who had authority to sign a lease, hire someone, or take on debt.
4. Capital contributions
This section answers “who put in what” and “what happens if more money is needed.”
Cover:
- Initial contributions: Cash, property, or services contributed at the start and their agreed value
- Whether members are obligated to contribute more in the future
- What happens if a member doesn’t contribute when promised (dilution, loans, or other remedies)
- Whether the LLC can accept loans from members and on what terms
For many small LLCs, the agreement simply says no member is required to contribute more unless they agree in writing.
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5. Profits, losses, and distributions
This is often the most sensitive part, especially with multiple owners.
Decide and document:
- How profits and losses are allocated among the members (usually in proportion to ownership)
- When and how distributions are made (e.g., quarterly if cash is available, at manager discretion)
- Whether the LLC will make “tax distributions” so members can pay income taxes on their share of profits
- Whether members can demand distributions (usually they cannot)
For a single‑member LLC, many templates keep this simple: all profits and losses belong to the single member, and distributions are made when the member chooses, subject to legal solvency rules.
6. Transfers of ownership and exits
Here you plan for the messy life events before they actually happen.
Important topics:
- Voluntary transfers: Whether a member can sell or assign their interest and under what conditions
- Right of first refusal: Giving existing members the right to buy a departing member’s interest before outsiders
- Death, disability, or bankruptcy of a member
- Divorce or other events that might transfer ownership to someone who was never meant to be a partner
- Buyout rules: Valuation method, payment schedule, and any discounts or premiums
Even a basic template should make it clear that new members or outside buyers need approval before they gain full membership rights.
7. Dispute resolution and governance
This section tries to keep disagreements from turning into expensive lawsuits.
Consider including:
- How internal disputes are handled (e.g., negotiation, then mediation, then arbitration or court)
- Where disputes will be resolved (e.g., specific county in Florida)
- Which law governs the agreement (Florida law)
- Whether attorneys’ fees can be awarded to the prevailing party
Even for close partners or family, having a defined process reduces emotion when conflict appears.
8. Dissolution and winding up
Every agreement should say what happens if the LLC ends.
Common triggers:
- A vote of the members (specify the required percentage)
- Sale of substantially all of the company’s assets
- No remaining members (with any grace period to admit a new one)
Also cover:
- Who is responsible for winding up (collecting assets, paying debts, distributing what’s left)
- The order in which creditors, then members, are paid
- Responsibility to file any final documents with the state and tax authorities
This prevents a scramble when owners want to shut down or a major event forces it.
Single‑member vs multi‑member Florida LLCs
Single‑member and multi‑member agreements share a lot of structure, but the priorities differ.
Single‑member focus:
- Reinforcing separation between the owner and the LLC
- Making sure banks and lenders accept the agreement as proof of authority
- Clear rules on who can sign (usually just the member or a designated manager)
Multi‑member focus:
- Fair and clear decision‑making rules
- Detailed buyout and exit mechanisms
- Strong transfer restrictions so you don’t end up with unintended partners
In practice, you’ll often use slightly different templates for each to keep the language clean and relevant.
Member‑managed vs manager‑managed
Your template should make this choice explicit at the start and in the management section.
- In a member‑managed LLC, the default is that each member is an agent of the LLC for ordinary business. The agreement then carves out “major decisions” that need votes.
- In a manager‑managed LLC, the agreement names the initial manager(s), outlines their powers and limits, and defines what still requires member approval.
If you expect passive investors or want one or two people to run the business with fewer cooks in the kitchen, manager‑managed language usually makes more sense.
How to fill in a Florida LLC operating agreement template
Here is a simple, practical order for filling in a template:
- Insert the LLC’s legal name, principal office, registered agent, and effective date.
- List all members and their ownership percentages on the attached schedule.
- Choose member‑managed or manager‑managed and fill in the relevant section (names of managers, if any).
- Describe initial capital contributions for each member and any special arrangements (e.g., services).
- Confirm how profits, losses, and distributions will be handled and whether you’ll use tax distributions.
- Decide on transfer and buyout rules that match your real‑world relationships and exit expectations.
- Set dispute resolution, governing law, and venue in Florida.
- Have all members sign and date the agreement and keep copies with your LLC records.
For a multi‑member LLC, it’s wise to walk through “what if” scenarios together (someone wants out, someone stops working, the company needs more money) before signing.
Using your operating agreement in banking and compliance
Once signed, your operating agreement becomes a key piece of your business “identity.”
You’ll likely use it to:
- Open a business bank account (banks usually ask for it along with your Articles of Organization and EIN letter).
- Show who is authorized to sign contracts, loans, or leases on behalf of the LLC.
- Support loan applications, real‑estate transactions, or investor onboarding.
- Demonstrate that your LLC formalities are being followed, which helps with liability protection.
Keep the signed copy in a safe place (physical and digital), and update it when ownership or control changes.
When to update or amend your agreement
You should revisit and possibly amend your operating agreement when:
- Bringing in a new member or buying out an existing one
- Changing ownership percentages or economic terms
- Switching from member‑managed to manager‑managed (or vice versa)
- Taking on significant outside financing that requires specific covenants
- Changing your tax treatment (for example, making an S‑corp election and adapting how distributions work)
Amendments are usually done in writing, signed by the required percentage of members as specified in the agreement, and attached as an addendum.
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