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Florida Single-Member LLC Operating Agreement

Create a Florida single-member LLC operating agreement with state-specific guidance on Chapter 605 defaults, charging-order rules, and annual filing requirements.

Introduction

A single-member LLC operating agreement is the internal document where you, as the sole owner of a Florida LLC, set the rules for how your business runs, how profits are handled, and what happens if you close the business later. Florida does not require an operating agreement to be in writing, even an oral or implied agreement is legally recognized, but a written agreement is the clearest evidence, if a court or the IRS ever asks, that you are running a real business, not a personal wallet. This matters more in Florida, since state law lets creditors go around the charging-order protection that shields multi-member LLCs, making the agreement's boundary between you and the business count for more.

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Key Things to Know

  1. 1

    Florida law does not require an operating agreement to be written; it may be oral, implied, in a written record, or any combination of these (Section 605.0102(45), Florida Statutes).

  2. 2

    Without an operating agreement, Florida law allocates profits and losses based on the agreed value of each member's contributions, not split evenly (Section 605.0404, Florida Statutes).

  3. 3

    For a multi-member Florida LLC, a charging order is the creditor's exclusive remedy against a member's interest. For a single-member LLC, a court can order a foreclosure sale of the entire membership interest if the creditor shows a charging order won't satisfy the judgment within a reasonable time (Section 605.0503, Florida Statutes).

  4. 4

    Florida LLCs owe no annual franchise tax, but must file an annual report with the Department of State by May 1 each year: $138.75 on time, $538.75 if filed late.

  5. 5

    The duty of loyalty, the duty of care, and the obligation of good faith and fair dealing can never be eliminated by the operating agreement, though specific aspects of loyalty and care can be modified if the change is not manifestly unreasonable (Section 605.0105, Florida Statutes).

  6. 6

    The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization with the Florida Division of Corporations, for a $100 filing fee plus a $25 registered agent designation fee.

  7. 7

    Starting July 1, 2026, Florida allows an existing LLC to designate one or more 'protected series' within itself under new Protected Series LLC provisions, for a $25 filing fee per series (Sections 605.2101-605.2802, Florida Statutes).

Key decisions before you file

Before you file a LLC Operating Agreement in Florida, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.

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Florida-Specific Provisions

Use this together with the complete LLC operating agreement template, which covers the standard provisions your agreement also needs: capital contributions, management structure, meetings, transfers, withdrawal, and dissolution. The sections below cover only what is specific to Florida law.

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, including the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes.

2. Allocation of Profits and Losses

Unless otherwise stated elsewhere in this Agreement, profits and losses shall be allocated among the Members on the basis of the agreed value, as stated in the Company's records, of the contributions made by each Member, as provided by Section 605.0404, Florida Statutes, in the absence of a contrary agreement.

3. Fiduciary Duties

The duty of loyalty and the duty of care owed by a Member or Manager to the Company and to the other Members may not be eliminated by this Agreement, and the obligation of good faith and fair dealing may not be eliminated, but specific aspects of the duty of loyalty and the duty of care may be altered if the alteration is not manifestly unreasonable, and no Member or Manager may be relieved of liability for bad faith, willful or intentional misconduct, or a knowing violation of law, as provided by Section 605.0105, Florida Statutes.

4. Indemnification

The Company may indemnify a Member or Manager as set forth in the complete template, except that indemnification may not be provided for: (a) conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law, (b) a transaction from which the Member or Manager derived an improper personal benefit, (c) a circumstance in which the liability-for-improper-distributions provisions of Section 605.0406, Florida Statutes apply, or (d) a breach of the duties described in Section 3 above, as provided by Sections 605.0105(3)(p) and 605.0408, Florida Statutes.

5. Execution

This Agreement is effective as of the date signed below. Florida law does not require an LLC operating agreement to be notarized or witnessed to be valid, and even an oral or implied operating agreement is legally recognized, but the provisions above are effective only because they are set forth in this written, signed Agreement, which is the clearest evidence of their terms.

[MEMBER] Signature: _____________________ Date: _____________

Printed Name: _____________________

Florida Requirements for LLC Operating Agreement

Non-Waivable Provisions (Section 605.0105(3), Florida Statutes)

Florida law does not allow the operating agreement to eliminate the duty of loyalty or the duty of care, eliminate the obligation of good faith and fair dealing, or relieve a member or manager of liability for bad faith, willful or intentional misconduct, or a knowing violation of law, regardless of what the agreement says. The agreement may modify specific aspects of the duty of loyalty and the duty of care if the modification is not manifestly unreasonable.

Annual Report Filing (Section 605.0212, Florida Statutes)

Florida LLCs must file an annual report with the Department of State between January 1 and May 1 each year to remain active. The fee is $138.75 if filed on time, rising to $538.75 if filed after May 1, and failure to file can lead to administrative dissolution.

Profit and Loss Allocations (Section 605.0404, Florida Statutes)

The operating agreement must specify how profits and losses will be allocated among members, which by default under Florida law would be in proportion to the value of contributions.

Distributions (Section 605.0405, Florida Statutes)

The agreement should address the timing and method of distributions to members, subject to Florida's restrictions on distributions that would render the LLC insolvent.

Management Structure (Section 605.0407, Florida Statutes)

A Florida LLC is member-managed by default unless the operating agreement or the articles of organization expressly state that it is manager-managed. Either document, not just the articles, can make that election. In a member-managed LLC, management is vested in the members; in a manager-managed LLC, it is vested exclusively in the manager(s).

Voting Rights (Section 605.0407(3), Florida Statutes)

In a member-managed LLC, each member's vote is proportionate to that member's current percentage interest in the company's profits, not one-member-one-vote. A majority-in-interest of the members decides most matters; amending the operating agreement or articles of organization requires the consent of all members unless the agreement sets a different threshold.

Fiduciary Duties (Section 605.04091, Florida Statutes)

The operating agreement cannot eliminate the duty of loyalty, the duty of care, or the obligation of good faith and fair dealing, and can never excuse bad faith or willful misconduct. Specific aspects of loyalty and care can be modified if the modification is not manifestly unreasonable. Unlike some states, Florida does not require this modification to be in a written agreement.

Indemnification Provisions (Section 605.0408, Florida Statutes)

Florida law permits, but does not require, the LLC to indemnify a member or manager. Indemnification is not available for: conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law; a transaction producing an improper personal benefit; liability for improper distributions; or a breach of the fiduciary duties described above.

Books and Records (Section 605.0410, Florida Statutes)

Florida law requires the LLC itself, regardless of what the operating agreement says, to maintain specified records, including a current list of members and managers, a copy of the operating agreement if made in a record, and the LLC's tax returns and financial statements for the 3 most recent years, with members entitled to reasonable access.

Amendment Procedures (Section 605.0105(2), Florida Statutes)

The operating agreement and articles of organization may be amended only with the consent of all members, unless the operating agreement sets a different threshold. The operating agreement is the document that governs the means and conditions for its own amendment.

Frequently Asked Questions

It's the internal document where a Florida LLC's sole owner sets the rules for running the business and handling profits. Florida law doesn't require it to be written, even an oral or implied agreement counts, but a written one is the clearest proof the LLC is a real business, not just a personal wallet.

Not by blanket legal requirement. Florida law allows an operating agreement to be oral, implied, or written (Section 605.0102, Florida Statutes). But without a written one, state default rules apply automatically, including a contribution-based profit split rather than one you choose, and proving your agreement's terms becomes much harder without a record.

Florida's default LLC rules fill the gap. Profits and losses get allocated based on the agreed value of each member's contributions rather than however you'd choose to split them, which matters most once you bring on a second member and haven't defined your own split (Section 605.0404, Florida Statutes).

It supports that protection, but less completely than in a multi-member LLC. Florida law lets a court order a foreclosure sale of a single-member LLC's entire interest if a charging order won't satisfy the judgment in a reasonable time, a gap multi-member LLCs don't share (Section 605.0503, Florida Statutes).

Florida LLCs don't owe an annual franchise tax, but must file an annual report with the Division of Corporations by May 1 each year. The fee is $138.75, rising to $538.75 if filed after the deadline, and missing it long enough can lead to administrative dissolution.

No. You file Articles of Organization with the Florida Division of Corporations, for a $100 filing fee plus a $25 registered agent designation fee, to form the LLC. The operating agreement itself stays with your own business records; it's never submitted to the state.

Partially. The duty of loyalty, the duty of care, and the obligation of good faith and fair dealing can never be eliminated entirely, and liability for bad faith or willful misconduct can never be excused. Specific aspects of loyalty and care can be altered if the change is not manifestly unreasonable (Section 605.0105, Florida Statutes).