Florida LLC Operating AgreementThe Florida Revised LLC Act, RULLCA defaults, and sample clauses for a no-state-income-tax jurisdiction
The Florida Revised LLC Act in Brief
Florida's LLC statute was substantially rewritten in 2013 and took effect 1 January 2014. The current law, codified at Fla. Stat. § 605, replaced the older Florida Limited Liability Company Act and brought Florida in line with the Revised Uniform LLC Act adopted by 21 other states. The Revised Act standardised default rules, clarified member-versus-manager fiduciary duties, and made operating agreements the controlling document for almost every aspect of LLC operations.
Section 605.0105 is the central provision: "Except as otherwise provided in subsections (3) and (4), the operating agreement governs (a) relations among the members as members and between the members and the limited liability company; (b) the rights and duties under this chapter of a person in the capacity of manager; (c) the activities and affairs of the company and the conduct of those activities; and (d) the means and conditions for amending the operating agreement." Subsections (3) and (4) list the nonwaivable items: the duty of good faith and fair dealing, the right to inspect company records, the right to wind up after dissolution, and a small set of statutory protections for members and creditors.
The operating agreement does not need to be filed with the Florida Department of State. It is held in the LLC's books and records. The state only sees the Articles of Organization and the annual report.
Default Rules Under Fla. Stat. § 605
If the operating agreement is silent, the Florida Revised LLC Act defaults govern. Florida applies standard RULLCA defaults, which are typically not what members would have agreed to if asked.
| Topic | Default Rule | Statute |
|---|---|---|
| Profit allocation | Equal among members regardless of capital | Fla. Stat. § 605.0404 |
| Loss allocation | Equal among members regardless of capital | Fla. Stat. § 605.0404 |
| Voting on ordinary matters | Per-capita (one vote per member) | Fla. Stat. § 605.04073 |
| Voting on extraordinary matters | Majority of members in interest | Fla. Stat. § 605.04073(3) |
| Management | Member-managed unless Articles state manager-managed | Fla. Stat. § 605.0407 |
| Member admission | Unanimous consent of existing members | Fla. Stat. § 605.0401 |
| Distributions | Equal among members on Company decision | Fla. Stat. § 605.0404 |
| Dissolution | Consent of members holding majority interest | Fla. Stat. § 605.0701 |
The default profit allocation under Fla. Stat. § 605.0404 is equal among members regardless of capital. If two members each contribute $25,000 and a third member contributes $200,000, the default rule splits profits and losses one-third each. Most members in this scenario would have agreed to capital-proportional allocation. Capital-weighted allocation must be expressly written into the operating agreement.
Florida Annual Compliance Calendar
Florida LLC compliance is concentrated in the first four months of each year. Missing the 1 May deadline triggers a $400 penalty; sustained non-filing leads to administrative dissolution.
| Date | Event | Notes |
|---|---|---|
| 1 January | Annual Report filing window opens | Sunbiz.org online filing |
| 1 May | Annual Report deadline ($138.75 fee) | Late filings $400 penalty |
| September (third Friday) | Florida Sunbiz administrative dissolution begins for non-filers | LLC loses right to do business |
| IRS deadlines (15 March / 15 April) | Federal tax returns for partnership / disregarded entity LLCs | No Florida state income tax |
Sample Florida-Specific Clauses
The clauses below address Florida-specific drafting issues. Each is illustrative only.
Forming a Florida LLC: The Five Steps
- Choose and check a name. Search the Sunbiz.org business name database. Names must include "Limited Liability Company", "LLC", or "L.L.C."
- Appoint a registered agent. Required under Fla. Stat. § 605.0113. Must be a Florida resident or registered corporate agent with a Florida physical street address.
- File Articles of Organization. $125 total ($100 filing fee plus $25 registered agent designation). Filed online via Sunbiz.org. Processing 2 to 3 business days.
- Adopt the operating agreement. Not legally required but strongly recommended. Sign and retain in company records.
- Obtain EIN and calendar the first Annual Report. EIN is free from the IRS. The first Annual Report is due between 1 January and 1 May of the year following formation.
Five Florida-Specific Mistakes
The $400 late penalty kicks in 2 May. Many founders forget the deadline because the report is the only annual filing Florida requires. Calendar 1 March as the personal deadline to leave a 60-day buffer.
Florida has no individual income tax, but federal tax obligations remain. Members in higher-tax states (NY, CA, NJ) still pay their home-state tax on Florida LLC income unless they relocate.
Fla. Stat. § 605.0404 splits profits equally regardless of capital. With unequal contributions, members rarely intended this. Capital-weighted allocation must be written in expressly.
The registered agent must have a Florida physical street address. Out-of-state agents and PO boxes are rejected, leading to filing rejection and lost time.
Florida permits oral operating agreements, but proving terms in court is extremely difficult. Written agreements are standard practice for any multi-member Florida LLC.
Statutory Sources
- Florida Revised Limited Liability Company Act, Fla. Stat. Chapter 605, official text
- Florida Department of State Sunbiz portal, LLC formation and annual reports
- Florida Department of Revenue, corporate income tax for LLCs electing corporate taxation
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