Florida LLC Operating Agreement: 2026 Legal Guide

A Florida LLC operating agreement is a private contract between the members of a limited liability company that governs its internal operations, management structure, and financial distributions.

While Florida law does not require you to file this document with the Department of State, the operating agreement is the single most important document for protecting your personal assets and maintaining control over your business.

Without a customized agreement, your LLC is governed by the “statutory defaults” of the Florida Revised Limited Liability Company Act (Chapter 605). These default rules are designed for general utility, not for maximum asset protection or tax efficiency.

What is a Florida LLC Operating Agreement?

In Florida, an operating agreement is a legally binding contract that outlines how the LLC will be run. It sits alongside your Articles of Organization. While the Articles of Organization “create” the entity in the public record (Sunbiz), the operating agreement defines the private relationship between the owners.

Under Florida Statute 605.0105, an operating agreement can be written, oral, or even implied. However, for asset protection purposes, an oral agreement is virtually worthless. To defend your business in court or open a bank account, you need a formal, written document.

12 Essential Provisions for Every Florida Operating Agreement

To move beyond a generic template and ensure the document is legally sound, your agreement should include these twelve specific sections:

1. Management Structure: Explicitly state whether the LLC is Member-Managed or Manager-Managed.
2. Capital Contributions: Documentation of what each member contributed (cash, property, or services) and their obligation for future capital calls.
3. Voting Rights: Clearly define if voting is per capita (one vote per person) or based on ownership percentage.
4. Distributions: Rules for when and how profits are distributed.
5. In-Kind Distributions: A critical asset protection clause allowing the LLC to distribute property instead of cash to prevent creditors from seizing liquid assets.
6. Transfer Restrictions: Also known as “Buy-Sell” provisions. This limits a member’s ability to sell their interest to an outsider without approval.
7. Involuntary Transfers: Provisions that handle what happens if a member is sued, goes through a divorce, or files for bankruptcy.
8. Admission of New Members: The process and voting requirements for bringing in new partners.
9. Dissolution and Winding Up: The “exit strategy” for closing the business and distributing remaining assets.
10. Indemnification: Language protecting members and managers from personal liability for business decisions made in good faith.
11. Tenancy by the Entirety Recognition: For married members, the agreement should explicitly recognize ownership as tenants by the entirety to provide an extra layer of creditor protection.
12. Amendment Procedures: The specific process required to change the agreement in the future.

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Single-Member vs. Multi-Member LLC Protection

In Florida, the legal strength of your operating agreement depends heavily on how many people own the company.

The Single-Member LLC Vulnerability

If you are the sole owner, Florida courts (following the Olmstead decision) are more likely to “pierce the corporate veil” if you do not maintain strict business formalities.

A written operating agreement is the primary evidence that your LLC is a separate legal entity and not just an “alter ego” of yourself. It proves that you have established a formal governance structure, which is vital if you are ever sued personally.

The Multi-Member LLC Advantage

For LLCs with two or more members, the operating agreement is the key to maintaining charging order protection. Under Florida law, a creditor’s sole remedy against a member of a multi-member LLC is typically limited to a charging order.

This means the creditor can only receive distributions and cannot seize the business assets or participate in management—but only if your agreement is drafted to prevent “foreclosure” of the membership interest.

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Member-Managed vs. Manager-Managed

Choosing the correct management structure is a fundamental step in the Florida formation process:

• Member-Managed: All owners participate in the day-to-day operations and have the authority to bind the LLC to contracts. This is the default for most small businesses.
• Manager-Managed: Members appoint a “Manager” (who may or may not be an owner) to run the business. This is preferred for families or investment groups where some owners are “passive” and should not have the power to sign contracts.

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Updates for 2026

On July 1, 2026, Florida will officially recognize Protected Series LLCs. This is a major shift in Chapter 605 that allows a single “Parent LLC” to create multiple “Protected Series,” each with its own assets and liability shields.

If your current agreement is silent on “series” designation, you may be prohibited from utilizing this new structure without a unanimous member vote.

We recommend updating your agreement now to include provisions for “unanimous or majority consent” to establish protected series in 2026 if you want to take advantage of this structure.