Florida LLC Operating Agreement
The Florida LLC Operating Agreement is the core document that is referred to when issues
concerning a Florida limited liability company (“LLC”)
need to be resolved.
The LLC
Operating Agreement is the most important document for your Florida LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of Florida.
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managers, or will be granting one or more members an interest
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LLC Operating Agreement for your Florida LLC.
The LLC operating agreement does
not have to be filed with any state agency. All states,
including the state of Florida will enforce valid operating
agreements entered into among LLC members. The operating
agreement will only be enforced against the persons who
are parties to the agreement. Therefore, it is extremely
important that all members of an LLC sign the operating
agreement.
Your Florida
Limited Liability Company
In 1982 Florida enacted the second LLC act to attract new
business to the state. Today,
all fifty states and the District of Columbia have enacted
statutes that provide for the creation and governance of
LLCs.
LLC Filing Office
Florida
Department of State
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
Tel: 850-245-6052
www.sunbiz.org/index.html
Check Name Availability
Entity or Franchise Level Tax
Florida does not require partnerships, LLCs taxable
as partnerships, or disregarded single-member LLCs to pay
a general net worth tax or a tax based on net income.
However, Florida requires partnerships and LLCs doing
business, or authorized to do business in the state, to
pay an annual personal property intangibles tax, regardless
of their federal income tax classification. A tax rate of 0.05 percent is applied against
the value of intangibles having a taxable situs in the state. Partnerships are not required to pay the tax
in any year when the aggregate tax liability, after exemptions
and before application of an early filing discount, would
be less than $60.
State
LLC Act
The
Florida LLC Act is contained in Title XXXVI, Chapter 608
of the Florida Statutes
Important Statutory Rules
LLC Management
An
LLC is managed by its members unless the Articles of Organization
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
the Operating Agreement states otherwise, new membership
must be issued with the unanimous consent of all the members.
Amending the Operating Agreement
Unless
the Operating Agreement states otherwise, amendments to
the Operating Agreement can only be made by the members.
Voluntary Dissolution
Voluntary
dissolution of the LLC must be approved by unanimous consent
of the voting members.
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