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.]
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.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
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.
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.
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.]
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.
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.]
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.
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.
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).]
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.
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.
EXECUTION
MEMBERS:
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
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.