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Florida LLC Operating Agreement Template

In Florida, voting power follows money by default: members vote in proportion to their current interest in profits, and most acts need a majority-in-interest. Because a Florida operating agreement can be oral, implied or written, a clear written version is the best proof of what members agreed, especially now that protected series LLCs are permitted as of July 1, 2026.

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Florida rules to know

  • Agreement may be oral or written

    Florida's operating agreement can be oral, implied, written or a combination. Where it is silent, the Florida Revised Limited Liability Company Act supplies default rules, so a written agreement is the best way to prove what members agreed.

    Fla. Stat. ch. 605 (Florida Revised Limited Liability Company Act); § 605.0102

  • Defaults follow profit interests

    By default, members vote in proportion to their current interest in profits, and most acts need a majority-in-interest. Distributions and profit and loss allocations generally follow the agreed value of contributions recorded in company records.

    Fla. Stat. §§ 605.0404, 605.04073

  • Some duties cannot be waived

    The agreement can modify many duties, but generally cannot eliminate the duty of loyalty, unreasonably reduce the duty of care, or eliminate the obligation of good faith and fair dealing. Restrictions must not be manifestly unreasonable.

    Fla. Stat. § 605.0105

  • Annual report and new series LLCs

    File an annual report with the Division of Corporations between January 1 and May 1 each year; missing the deadline triggers a $400 late fee and possible administrative dissolution. Since July 1, 2026, Florida permits protected series LLCs.

    Fla. Stat. § 605.0212; CS/SB 316 (2025), effective July 1, 2026

Last updated 2026-10-05

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Our Florida LLC Operating Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

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What a llc operating agreement covers

  • Members, ownership percentages and capital contributions
  • Member-managed or manager-managed
  • Profit and loss allocation and distributions
  • Voting and major decisions
  • Transfers of membership interests and buyouts
  • Dissolution and winding up

Frequently asked questions

How do members vote in a Florida LLC without an operating agreement?
Under the Florida Revised Limited Liability Company Act, members vote by default in proportion to their current interest in profits, and most acts need a majority-in-interest. Distributions and profit and loss allocations generally follow the agreed value of contributions recorded in company records. A written agreement lets you set different rules.
Which duties can a Florida operating agreement not waive?
A Florida agreement can modify many duties, but it generally cannot eliminate the duty of loyalty, unreasonably reduce the duty of care, or eliminate the obligation of good faith and fair dealing. Any restrictions you include must not be manifestly unreasonable, so tailor them to your business rather than using sweeping waivers.
What happens if a Florida LLC misses its annual report deadline?
Florida LLCs file an annual report with the Division of Corporations between January 1 and May 1 each year. Missing the deadline triggers a $400 late fee and can lead to administrative dissolution, which would put the company your operating agreement governs at risk. Calendar the filing window every year.
Does a single-member LLC need an operating agreement?
Usually it isn't legally required, but it helps show the LLC is a separate business from you — which supports liability protection — and banks often ask for one.
What happens if we don't have one?
Your state's LLC statute fills the gaps with default rules on voting, profit splits and departures, which may not match what the members actually agreed.
Do I file the operating agreement with the state?
Generally no. It's an internal document the members keep, separate from the articles of organization filed with the state.

LLC Operating Agreement in other states

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