Florida LLC Operating Agreement: What Chapter 605 Actually Requires

Florida does not require you to file an operating agreement with the state, and the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) does not require your Florida LLC operating agreement to be in writing at all. That is the short answer. The longer and more useful answer is that Chapter 605 defines an operating agreement broadly enough to include oral and even implied agreements, and it supplies a full set of default rules that apply to everything your agreement doesn’t cover. So your LLC has an operating agreement whether you wrote one or not — the only question is whether it’s the one you’d have chosen.

That distinction has real money consequences in Florida, because several of the statutory defaults are the opposite of what most owners assume.

What Chapter 605 actually says

Three provisions do most of the work:

§ 605.0102 (definitions). An “operating agreement” is the agreement of all the members concerning the matters described in § 605.0105(1) — whether oral, implied, in a record, or some combination. The definition expressly contemplates a company with a sole member, which closes the old argument about whether a one-person LLC can “agree” with itself. It can.

§ 605.0105 (scope and function). The operating agreement governs relations among the members, the rights and duties of a manager, the activities of the company, and how the agreement itself gets amended. Then comes the sentence that matters most: to the extent the operating agreement does not provide for a matter, Chapter 605 governs. The statute is a gap-filler, not a ceiling.

§ 605.0105(3) (limits). There is a list of things your agreement cannot do. You can’t vary the LLC’s capacity to sue and be sued, vary the law that applies to it, eliminate the obligation of good faith and fair dealing (you may prescribe standards for measuring it, if not manifestly unreasonable), vary the requirements for filing records with the Department of State, restrict the rights of people who aren’t parties to the agreement, or vary a court’s power. Duties of loyalty and care can be modified within statutory bounds but not wholesale eliminated.

The full text is free on the Florida Legislature’s website. It’s worth twenty minutes with the sections cited here before you sign anything.

Why it isn’t filed — and what is

The document you file with the Florida Division of Corporations is the Articles of Organization, submitted through Sunbiz for $125 ($100 filing fee plus the $25 registered agent designation). Online filings typically process in 3–5 business days, and Florida offers no paid expedite option, so nobody can legitimately sell you a faster state turnaround. Sunbiz has no field, upload box, or fee for an operating agreement. It is an internal contract among the members, and keeping it off the public record is a feature: your capital accounts, buyout formula, and profit splits stay private.

What is public is the authorized-person data in your Articles and annual report — Sunbiz will display titles like MGR (manager) or AMBR (authorized member). This is where people create problems for themselves. If your Articles list two authorized members but your operating agreement says the company is manager-managed with one manager, you have a contradiction sitting in a public database. Banks, title companies, and SBA lenders notice.

While you’re tracking filings: the Florida annual report is $138.75, due May 1, with the filing window opening January 1. Miss May 1 and a $400 late fee attaches with no waiver, and an LLC still unfiled by the fourth Friday of September is administratively dissolved. Our verified Florida fee and deadline reference keeps all of these in one place.

Why banks ask for an operating agreement

Federal customer due diligence rules require banks to identify and verify the beneficial owners of a legal entity customer and at least one individual with significant control. The bank can’t get that from Sunbiz alone — the public record often shows a single “authorized member” and nothing about ownership percentages. The operating agreement is the cheapest document that answers the bank’s questions in one place.

In practice, a Florida business banker opening an LLC account will ask for some combination of:

Articles of Organization or a Sunbiz certified copy / certificate of status
The EIN confirmation letter (CP 575) or an acceptable substitute
The operating agreement — specifically the signature page, the ownership schedule, and the clause naming who may open accounts and borrow
Government ID for each beneficial owner at 25% or more and for the control person
Sometimes a statement of authority under § 605.0302, which is filed with the Division of Corporations and is useful when a lender or title company wants public evidence of who can sign

Note the ordering problem: most banks want the EIN before the account, and the IRS wants the LLC to exist before issuing one. If you’d rather not deal with the Form SS-4 sequence yourself, our $49 EIN filing service handles it after your Articles are approved.

Federal beneficial ownership (BOI) reporting obligations have changed more than once in recent years — check current FinCEN guidance rather than relying on anything written months ago, including this.

The Chapter 605 defaults most Florida owners get wrong

Issue	Chapter 605 default if you’re silent	What most agreements say instead
Profit distributions before dissolution	Equal shares among members (§ 605.0404) — not proportional to capital contributed	Pro rata to ownership percentage, or per a stated split
Management	Member-managed unless the agreement says otherwise (§ 605.0407)	Manager-managed where one person runs operations
Management votes	Each member has equal rights in management; acts outside the ordinary course need all members’ consent	Weighted by ownership; defined list of “major decisions”
Admitting a new member	Requires consent of all members	Consent of a stated majority, or an automatic admission path for estates
Transferring an interest	A transferee gets economic rights only — distributions — with no management or voting rights (§ 605.0502)	Right of first refusal, buy-sell terms, valuation method
Member withdrawal	A member can dissociate, but dissociation doesn’t force the LLC to buy the interest	Defined buyout triggers, price formula, and payment terms
Company with no members	Dissolves after 90 consecutive days with no members unless a successor is admitted	Named successor and a process for admitting them
Amending the agreement	Unanimous consent of the members	Supermajority or majority-in-interest

The first row is the one that surprises people. Two members, one contributes $90,000 and the other $10,000, no written agreement — Florida’s default distributes in equal shares. That is a $40,000 swing on the first $100,000 distributed, and it exists purely because nobody wrote a sentence.

The voting mechanics in § 605.0407 reward a careful read; the statute distinguishes ordinary-course decisions from acts outside the ordinary course, and the latter demand unanimity. If you have a passive investor, unanimity on major decisions may be exactly what you don’t want.

Single-member LLCs: the clauses that earn their keep

A common objection: “It’s just me. Who am I agreeing with?” Three answers.

Separateness evidence. Piercing the veil in Florida requires improper conduct, but the practical fight is about whether the LLC was treated as a real entity. A signed agreement that states the company’s purpose, the initial contribution, and the rule that company funds stay in company accounts is contemporaneous evidence. It costs nothing to have and is awkward to create after a lawsuit starts.

Succession. Chapter 605 dissolves an LLC that has no members for 90 consecutive days unless a successor member is admitted. If you die without naming one, your personal representative is handling probate on a clock while your business bank account is frozen. A succession clause naming who is admitted, and on what terms, is the single highest-value paragraph in a single-member agreement.

Authority. A simple clause stating that the sole member may execute contracts, leases, and loan documents on the company’s behalf is what the bank’s compliance officer is actually looking for.

One thing an operating agreement cannot fix in Florida: the creditor-remedy gap for single-member LLCs. After Olmstead v. FTC (Fla. 2010), the Legislature codified the rule in § 605.0503 — a charging order is the exclusive remedy against a member’s interest in a multi-member LLC, but for a single-member LLC, if a court finds that distributions under a charging order won’t satisfy the judgment within a reasonable time, it may order a foreclosure sale of the membership interest. No drafting language overrides that. If asset protection is a primary goal, discuss the structure with a Florida attorney before you organize.

Multi-member LLCs: where silence gets expensive

If more than one person owns the company, these six items deserve actual negotiation rather than a template’s default text:

Capital contributions and future calls. Who contributed what, in what form, and what happens when the company needs more — mandatory call, optional call with dilution, or member loan at a stated rate.
Allocation versus distribution. Tax allocations and cash distributions are different things. Spell out mandatory tax distributions so no one owes tax on phantom income from a partnership return.
Deadlock. Two 50/50 members with no tiebreaker is the most common and most destructive gap. Options: a neutral tiebreaker, mediation, a buy-sell shotgun clause, or a defined dissolution trigger.
Transfer restrictions and buy-sell. Death, disability, divorce, bankruptcy, and voluntary exit each need a trigger, a valuation method (agreed value, formula, or appraisal), and payment terms.
Manager authority and spending limits. A dollar threshold above which manager decisions require member approval, plus a list of acts that always require a vote.
Books, records, and tax matters. Fiscal year, accounting method, who holds the Partnership Representative role under the centralized partnership audit rules, and the records access each member has — § 605.0105(4) allows reasonable restrictions on information rights, which cuts both ways.

Florida has no state personal income tax and no general state business license, so your agreement doesn’t need to address either. County and municipal business tax receipts and industry licensing do still apply and vary by location — verify with your county tax collector and city before assuming you’re clear.

Getting one in place

Draft it before you open the bank account, not after; the date on the signature page should sit between your Sunbiz approval date and your first deposit. Every member signs, each member keeps a copy, and the originals live with your company records — not in a drawer at the office. Build in an amendment clause so adding a member later doesn’t require relitigating the whole document, and revisit the agreement any time ownership, management, or contributions change.

If you’re forming now, our Florida LLC formation packages include a Florida-specific operating agreement template at the Standard tier ($204.99, state fee and a year of registered agent service included) and a personalized agreement at the Pro tier. If you’ve already filed and just need the document, start from the 10-step Florida startup checklist and work through the banking and records steps in order. For anything genuinely contested — a deadlock provision, a buyout formula, a multi-generational succession plan — hire a Florida business attorney. A template is a floor, not a ceiling.

Frequently Asked Questions

Does Florida legally require an LLC operating agreement? No. Chapter 605 does not mandate one, and nothing is filed with the Division of Corporations. But the statute’s default rules — including equal-share distributions regardless of capital contributed — apply automatically to anything your agreement doesn’t address.

Can an operating agreement be oral in Florida? Yes. Section 605.0102 defines an operating agreement to include oral and implied agreements. Proving the terms of an oral agreement to a bank, a court, or a departing member’s lawyer is another matter entirely, which is why written is the only sensible choice.

Do I need to update Sunbiz when I amend my operating agreement? Usually not, because the agreement isn’t on file. You do need to update Sunbiz if the amendment changes something that appears in the public record — managers or authorized members, the principal address, or the registered agent — either on your next annual report or through an amendment filing.

Will a bank refuse to open an account without one? Many Florida banks and credit unions will, particularly for multi-member LLCs, because federal customer due diligence rules require them to document beneficial ownership and control. Policies vary by institution, so call ahead and ask for their exact document list.

What happens to a single-member Florida LLC when the member dies? The interest passes to the member’s estate, and Chapter 605 dissolves an LLC that has gone 90 consecutive days with no members unless a successor member is admitted. A succession clause naming that successor in advance prevents a forced wind-up during probate.

This article is general information about Florida law and filing procedures, not legal advice; consult a licensed Florida attorney about your specific situation.