The Florida LLC operating agreement is a legal document that will allow the member(s)/owner(s), of any sized business, to outline the initial formation articles, standard operating procedures of the company, and other important aspects of the entity that shall be agreed upon by its members.
The State of Florida does not require any business to implement this document, however, it’s highly recommended that all companies put the agreement into place inasmuch as it provides the separation of personal assets and business that is required to keep the company from vulnerability, in the event of any type of litigation or business failure. Having the document in place will also provide tax benefits that otherwise would not be available.
The member(s) should carefully review the document to be certain that they are clear with regard to the language of the document. If needed, the member(s) may consider a consultation with a knowledgeable attorney for guidance.
Table of Contents
Multi-Member – For use by companies with more than one owner, to establish the various operating procedures among the managing-members/owners.
Single-Member – For use by a sole proprietor/owner, so that they may record everyday business practices. As well, it shall provide the opportunity to separate their business from their personal activities and assets.
Before attempting to file in the State of Florida, it is recommended that you perform a of the Division of Corporations’ records to ensure that your chosen business name is available for use. There are multiple search options by which you can make your inquiry, including by , , and . Once you have confirmed that the name is available, you may begin the LLC filing process.
Step 1 – Nominate a Registered Agent
A Registered Agent/Statutory Agent is an individual or entity that the LLC nominates to receive annual filings and other important papers on behalf of the LLC. The Registered Agent may be either an individual residing in the State or a legal business entity currently active in the State.
Step 2 – Entity Type
The application you submit to the Division of Corporations will be specific to the type of LLC being created. Select the link below which corresponds with your particular entity type/desired method of filing.
*Foreign LLCs must attach to their filing package a Certificate of Existence, no more than ninety (90) days old, issued in the initial jurisdiction in which the LLC was organized.
Step 3 – Filing Fee
Those filing online will be instructed to pay the $125 fee by credit card. If filing via Adobe PDF, attach a check made payable to the ‘Florida Department of State’ and send your completed filing package by mail to the following address:
Division of Corporations, Registration Section, P.O. Box 6327, Clifton Building Tallahassee, FL 32314
Step 4 – Operating Agreement
An operating agreement may be drafted to establish the procedures by which the LLC is to operate as well as any other provisions left undefined in the initial formation articles. The managing member(s) shall sign the agreement and keep it for their own personal documentation. Note that drafting an operating agreement is not required by State law thus there is no need to submit it to the Division of Corporations.
Step 5 – Employer Identification Number (EIN)
Immediately after filing your LLC, it is imperative that you apply for an Employer Identification Number (EIN) as it is needed in order to perform certain financial transactions legally. You may apply for an EIN or through Adobe PDF Form SS-4. Once acquired, your business will be able to:
- Pay employees
- Open company bank accounts
- Obtain company credit cards
Step 1 – Establishment of the Document – Once the document has been downloaded, provide the name of the company at the top of the form.
Step 2 – The Agreement – Begin by entering the date in which the agreement shall be implemented.
- Check the applicable box
- Submit the required information behind the selected and checked box
- Single-Member – Enter the name of the company, the state where the company shall reside, the owner’s name, and the owner’s business address
- Multi-Member – Enter the name and address of each member
Step 3 – Name and Principal Place of Business – Enter the following:
- The name of the company
- The address where the principal place of business shall reside
- The city inside the state where the place of business will be located
Review the remaining information in this section, entering all of the requested information as required.
- Submit the date that the company was formed on, in dd/mm/yy format
- Review the information under the following two titles:
Member Capitol Contributions –
- Check the appropriate box
- Single-Members – Read the information in the paragraph provided
- Multi-Members – Submit the names and the respective members’ contributions
- All members must review the remainder of this section
Distributions – Carefully read the information under this title.
- Check the applicable box
- Single-Members – Read the information behind the box
- Multi-Members – Enter members’ names and enter each member’s Percentage of Interest
- All parties continue to review the remaining information under this title
Step 4 – Books, Records and Tax Returns –
- Check the box that applies
- Carefully review all of the information behind the box selected (respective)
Proceed by careful reviewing of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read all of the information under this title
- Multi-Members – Review all of the information behind the box
- Enter the maximums into each line provided
Step 5 – Titled Sections – All members must check the box if applicable and review all information provided, as follows:
- Meetings of Members – Enter the date, annually, when all members should expect to meet
- Assignment of Interests
- Ownership of Company Property (single-member only, check the box and review the information under this title)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Select the appropriate box and read the applicable information behind the respective box
- Representations of Members
- Certificates Evidencing Membership – Multi-Member – Submit the name of the company and the date of effectiveness of the document, in dd/mm/yyyy format
- Indemnification (single-member)
Step 6 – Signatures –
- Submit the date of the execution of the agreement between parties, in dd/mm/yy format
- Provide the name of the company
- Submit the signature of the company representative in the “By:” line
- All members must apply their signatures in the lines provided
Once the document has been completed and all aspects of the agreement have been agreed upon, copies must be provided to all contributing members for their record keeping.