The Florida limited liability company (LLC) operating agreement is a legal document that outlines the details regarding the management of the business and records the ownership status of each partner within the LLC.
The LLC operating agreement, or business operating agreement, includes provisions about each member’s contribution to the company as well as their percentage of shares in the company. The document also provides details on the operation of the company and each member’s management rights.
Is an Operating Agreement Required in Florida?
No, the operating agreement is not a required document in Florida. However, the parties still often choose to create one, as it provides important information and guidelines on how the company will function. This prevents potential misunderstandings and disputes between the members.
4 Main Types of Operating Agreements
This section outlines the four main types of operating agreements used in Florida:
Types of Operating Agreements
Single-member LLC operating agreement: This type of operating agreement is used for LLCs with only one member. It is useful for legally differentiating the company from the member as an individual.
Multi-member LLC operating agreement: Used for LLCs with multiple members. It defines the organizational structure of the company and the relationships between the members.
Member-managed LLC operating agreement: Regulates the organization of the company where the members choose to actively participate in the decision-making process.
Manager-managed LLC operating agreement: Here, the members choose to delegate their decision-making powers to the professional managers and, therefore, create this type of operating agreement to determine their rights and responsibilities.
Laws and Legal Requirements for LLC Operating Agreements in Florida
The Florida Revised Limited Liability Company Act regulates the status of limited liability companies in Florida.
Moreover, there are a few sections that regulate the status of the operating agreement in particular:
Sections regulating the Operating Agreement
§ 605.0105: Regulates the scope, function, and limitations of the operating agreement.
How to Form a Limited Liability Company (LLC) in Florida
The best way to form an LLC in Florida is to follow the steps described below.
How to Form a LLC in Florida
#1. Find a Business Name For Your LLC
The first step in this process is to choose a business name you want to use for your limited liability company. The business name should be distinguishable from business names already used by other companies.
The best way to check if your business name is distinguishable from others is to do a business name search of the Division of Corporations’ records.
#2. Choose the Type of LLC
Here, you should choose which type of LLC you should register based on the place in which you established your company:
Domestic LLC: used for companies established inside Florida.
Foreign LLC: used for companies established outside Florida.
#3. Nominate an Agent
In this step, you should name the registered/statutory agent. It is an individual or entity that is authorized to receive important documents on behalf of your LLC. It can be any entity that is currently active in Florida or an individual that has a registered address in Florida.
#4. File the Articles of Organization
For foreign LLCs, you should submit the Application by Foreign Limited Liability Company for Authorization to Transact Business in Florida by filling out Form CR2E027.
#5. Pay the Required Fee
The application fee for registering an LLC in Florida is $125. If you submit your application online, the system will provide you with instructions on how to pay within the online system using your credit/debit card.
If you are submitting your application form via mail, you should attach proof of payment or a check to the application and send it to the following address:
Division of Corporations, Registration Section, P.O. Box 6327, Clifton Building, Tallahassee, FL 32314
#6. Create your LLC Operating Agreement
Here, the members can agree on drafting the operating agreement and define all the details about their LLC that are not defined by federal and state laws and company formation documents.
#7. Apply For an Employer Identification Number (EIN)
You should apply for the Employer Identification Number in order to open a bank account, complete transactions, hire employees, and do other relevant activities. You should apply for an EIN via the IRS website or through PDF Form SS-4.