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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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
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
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 of the LLC must be approved by unanimous consent of the voting members.
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