LLC Operating Agreement Requirements in Florida

At a glance

Requirements one by one

Governing law and document name

The Florida Revised Limited Liability Company Act is Chapter 605, Florida Statutes. Section 605.0102(45) calls the members' internal arrangement an operating agreement and expressly includes a sole member.

Required or optional

Florida does not direct members to adopt an operating agreement. Section 605.0105(2) gives the consequence of silence: Chapter 605 governs an internal matter to the extent the agreement does not provide for it. The LLC may therefore operate without a separate written agreement, but statutory defaults apply.

Permitted form and signatures

Section 605.0102(45) recognizes an agreement that is oral, implied, in a record, or any combination. Section 605.0106(6) generally removes the statute of frauds, and the LLC, members, managers, and transferees can be bound without signing or separately assenting under § 605.0106(1)-(5). A specific promise can still require a signature: § 605.0403(1) makes a contribution promise unenforceable unless it is in a writing signed by the promisor.

Adoption timing and effect

Florida sets no general post-formation adoption deadline. Section 605.0106(3) validates preformation terms and says they become the operating agreement upon formation of the company; it does not make them the operating agreement of an LLC before the LLC exists.

Single member and assent

A sole-member agreement is expressly valid under §§ 605.0102(45) and 605.0106(5). Section 605.0106 also binds the LLC without manifested assent, deems a later member to assent whether or not that member executes the agreement, and binds a manager or transferee without agreement.

Management and authority defaults

Section 605.0407 makes the LLC member-managed unless the operating agreement or articles use manager-managed language. Section 605.04074 then supplies ordinary-course agency: each member is an agent in a member-managed LLC, while a member is not an agent merely by being a member in a manager-managed LLC and managers ordinarily have the agency role. Section 605.0301 also recognizes authority created by the articles, agreement, a filed statement of authority, or another law.

Voting, economic, and transfer defaults

Section 605.04073 weights member votes by each member's current profit interest and uses a majority-in-interest for acts both within and outside the ordinary course, while amendment defaults to all-member consent. Under § 605.0404, profits, losses, and distributions follow contribution value stated in company records. A new member ordinarily needs all-member consent unless admitted under the agreement (§ 605.0401(3)). A transferee receives distributions, not management or ordinary information rights (§ 605.0502).

Nonwaivable rules and duties

Section 605.0105 allows substantial tailoring but preserves a statutory floor. The agreement may alter or eliminate aspects of loyalty and other fiduciary duties only within the statute's manifest-unreasonableness and misconduct limits; it cannot eliminate good faith and fair dealing, authorize willful or intentional misconduct or a knowing violation of law, unreasonably restrict § 605.0410 information rights, vary judicial-dissolution grounds, or unreasonably restrict member actions. Section 605.04091 states the underlying loyalty, care, and good-faith obligations.

Amendment, filing, and records

The default amendment vote is unanimous (§ 605.04073(1)(d), (2)(e)), but § 605.0105(1)(d) lets the agreement govern its own amendment method and § 605.0107(1) permits a nonparty approval or other condition. The agreement itself is not the public filing. When an effective filed record conflicts with it, § 605.0107(4) makes the agreement prevail internally and the record prevail for an outsider to the extent of reasonable reliance. Section 605.0410(1)(b) requires the LLC to keep the current record-form agreement and its record-form amendments at its principal office or another location.

What trips people up

• "No signature required" has transaction-specific limits. Section 605.0106 generally binds unsigned parties and removes the statute of frauds, but § 605.0403(1) separately requires a signed writing for an enforceable contribution promise.
• A private title does not settle public authority. A member-managed or manager-managed label can appear in the agreement or articles under § 605.0407, but third-party authority can also turn on § 605.0301 and a filed statement of authority. Real-property instruments receive an additional recorded-statement rule under § 605.04074(3).
• Florida's outside-course vote is not California's unanimous default. Section 605.04073 uses majority-in-interest for member-managed acts both within and outside the ordinary course, while it separately reserves operating-agreement and articles amendments to all members by default.

Common questions

Can the agreement give rights to someone who is not a member? Yes. Section 605.0106(7) allows rights for a person, including a nonparty, to the extent the agreement provides them. Section 605.0107(1) also permits a nonparty approval condition for an amendment.

Can a manager be someone who is not a member? Yes. Section 605.04072(2) says a person need not be a member to be a manager.

Does a transferee have the same inspection rights as a member? No as a general rule. Section 605.0502 denies ordinary information access to a transferee, and § 605.0410(8) says the statutory information rights do not extend to a person merely as transferee, subject to the statute's death-successor rule.

Statutes and sources

• Fla. Stat. §§ 605.0102 and 605.0105-605.0107 — definition, agreement scope, forms, binding effect, preformation agreement, nonwaivable limits, amendments, and filed-record conflicts. https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html (accessed 2026-07-26)
• Fla. Stat. §§ 605.0301 and 605.0407-605.04074 — management, voting, manager selection, agency, and filed authority. https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html (accessed 2026-07-26)
• Fla. Stat. §§ 605.0401, 605.0403-605.0404, and 605.0502 — member admission, signed contribution promises, economic defaults, and transfers. https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html (accessed 2026-07-26)
• Fla. Stat. §§ 605.04091 and 605.0410 — standards of conduct, retained records, and information rights. https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html (accessed 2026-07-26)