LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Florida Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Florida Revised Limited Liability Company Act, Fla. Stat. §§ 605.0101 et seq. (effective January 1, 2014, replacing the prior LLC Act). Florida has no state income tax, making it attractive for individuals. Florida requires annual reports filed with the Division of Corporations. Florida does NOT permit Series LLCs.]

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ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Florida Revised Limited Liability Company Act, Fla. Stat. §§ 605.0101 et seq. (the "Act") by filing Articles of Organization with the Florida Division of Corporations.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Florida [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Florida [ZIP]

1.5 Term

Perpetual, unless dissolved per this Agreement or the Act.

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ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.

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ARTICLE III - MEMBERS

3.1 Initial Members

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

3.2 Admission

Additional Members require [unanimous/majority] consent.

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ARTICLE IV - CAPITAL

4.1 Initial Contributions

Per Exhibit A.

4.2 Additional Contributions

Not required without Member consent.

4.3 Capital Accounts

Maintained per IRC § 704(b) regulations.

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ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations

Profits and Losses allocated per Percentage Interests.

5.2 Distributions

At [Members'/Managers'] discretion, pro rata to Percentage Interests.

5.3 Tax Distributions

Annual distributions for estimated federal income tax liability.

[// GUIDANCE: Florida has no state income tax for individuals, but the Company may have members subject to tax in other states.]

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ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED: All Members participate equally per Fla. Stat. § 605.04074.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

6.1 Voting

• Ordinary matters: Majority vote
• Extraordinary matters: [Unanimous/Two-thirds] vote

6.2 Actions Requiring Member Approval

Per Fla. Stat. § 605.04072:
(a) Amend Agreement; (b) Amend Articles; (c) Admit Members; (d) Merge/dissolve; (e) Sell all assets; (f) Debt over $[AMOUNT].

6.3 Standard of Care

Members and Managers owe duties of loyalty and care per Fla. Stat. § 605.04091.

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ARTICLE VII - TRANSFER RESTRICTIONS

7.1 Consent Required

Transfers require [majority/unanimous] consent except permitted transfers.

7.2 Right of First Refusal

[30] days to match third-party offers.

7.3 Permitted Transfers

To trusts, Affiliates, or family members.

7.4 Charging Orders

[// GUIDANCE: Under Fla. Stat. § 605.0503, a charging order is the exclusive remedy for a judgment creditor of a member, providing strong asset protection.]

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ARTICLE VIII - DISSOLUTION

8.1 Events

(a) Consent per Fla. Stat. § 605.0701; (b) Judicial dissolution; (c) Administrative dissolution; (d) Act requirements.

8.2 Winding Up

Liquidate assets, pay creditors, distribute per Capital Accounts.

8.3 Articles of Dissolution

File with Florida Division of Corporations.

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ARTICLE IX - INDEMNIFICATION

9.1 Limitation of Liability

Members/Managers not personally liable for Company obligations per Fla. Stat. § 605.0304.

9.2 Indemnification

Company indemnifies Members/Managers for good faith actions to fullest extent permitted by the Act.

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ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation

10.2 Partnership Representative

[MEMBER NAME]

10.3 Florida Taxes

[// GUIDANCE: Florida has no personal income tax. However, if the LLC elects corporate taxation (C or S corp), corporate income tax of 5.5% applies. All Florida LLCs must file an annual report with the Division of Corporations (currently $138.75).]

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ARTICLE XI - ANNUAL REPORT

[// GUIDANCE: Florida requires all LLCs to file an annual report between January 1 and May 1. Failure to file may result in administrative dissolution.]

The Company shall file the required annual report with the Florida Division of Corporations.

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ARTICLE XII - MISCELLANEOUS

12.1 Governing Law

State of Florida

12.2 Amendments

Written consent of [majority/all] Members.

12.3 Entire Agreement

Supersedes all prior agreements.

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EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

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EXHIBIT A - MEMBERS

Member	Address	Contribution	Interest
[NAME]	[ADDR]	$[AMT]	[XX]%

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Governed by Florida Revised Limited Liability Company Act, Fla. Stat. §§ 605.0101 et seq. Florida has no state income tax for individuals. Annual reports required.