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50-State Surveys › LLC Operating Agreement Requirements by State › Florida

Florida: LLC Operating Agreement Requirements

verified against the statute 2026-07-26 8 statute sources

The short answer

Florida does not require a domestic LLC to adopt a written operating agreement. The agreement may be oral, implied, in a record, or a combination, and the LLC, later members, managers, and transferees can be bound without signing it; a sole-member agreement is valid. If the agreement is silent, Chapter 605 supplies management, voting, economic, admission, transfer, amendment, and record defaults subject to statutory limits.

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This is the general rule in Florida. Ezel applies current Florida law to your specific facts and answers with citations to the statutes.

Governing law and document nameFlorida Revised Limited Liability Company Act, Chapter 605; 'operating agreement' (§ 605.0102(45))
Required or optionalOptional; Chapter 605 governs matters the agreement does not address (§ 605.0105(2))
Permitted form and signaturesOral, implied, in a record, or combined; no general signature/notary rule and generally no statute of frauds. Contribution promise must be written and signed (§§ 605.0102(45), 605.0106(6), 605.0403(1))
Adoption timing and effectPreformation terms become the operating agreement upon formation; no general post-formation deadline (§ 605.0106(3))
Single member and assentSole-member agreement valid; LLC, later member, manager, and transferee bound without signature or express assent (§§ 605.0102(45), 605.0106)
Management and authority defaultsMember-managed unless agreement or articles say manager-managed; member/manager ordinary-course agency applies, subject to authority records and notice (§§ 605.0301, 605.0407, 605.04074)
Voting, economic, and transfer defaultsVotes follow profit interests; majority-in-interest handles ordinary and outside-course acts; distributions follow recorded contribution value; new member default unanimous; transferee gets economic rights only (§§ 605.0401, 605.0404, 605.04073, 605.0502)
Nonwaivable rules and dutiesMay tailor duties within manifest-unreasonableness and misconduct limits; cannot eliminate good-faith covenant, authorize willful/intentional misconduct or knowing law violation, or unreasonably restrict records, dissolution, or member actions (§ 605.0105(3)–(5))
Amendment, filing, and recordsDefault unanimous amendment, modifiable by agreement; agreement controls internally while filed record controls relying outsiders; retain record-form agreement and amendments (§§ 605.0105(1)(d), 605.0107, 605.04073, 605.0410)

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Requirements one by one

Governing law and document name

The Florida Revised Limited Liability Company Act is Chapter 605, Florida Statutes. Section
605.0102(45) calls the members' internal arrangement an operating agreement and expressly
includes a sole member.

Required or optional

Florida does not direct members to adopt an operating agreement. Section 605.0105(2) gives the
consequence of silence: Chapter 605 governs an internal matter to the extent the agreement does not
provide for it. The LLC may therefore operate without a separate written agreement, but statutory
defaults apply.

Permitted form and signatures

Section 605.0102(45) recognizes an agreement that is oral, implied, in a record, or any combination.
Section 605.0106(6) generally removes the statute of frauds, and the LLC, members, managers, and
transferees can be bound without signing or separately assenting under § 605.0106(1)-(5). A specific
promise can still require a signature: § 605.0403(1) makes a contribution promise unenforceable
unless it is in a writing signed by the promisor.

Adoption timing and effect

Florida sets no general post-formation adoption deadline. Section 605.0106(3) validates
preformation terms and says they become the operating agreement upon formation of the company;
it does not make them the operating agreement of an LLC before the LLC exists.

Single member and assent

A sole-member agreement is expressly valid under §§ 605.0102(45) and 605.0106(5). Section
605.0106 also binds the LLC without manifested assent, deems a later member to assent whether or
not that member executes the agreement, and binds a manager or transferee without agreement.

Management and authority defaults

Section 605.0407 makes the LLC member-managed unless the operating agreement or articles use
manager-managed language. Section 605.04074 then supplies ordinary-course agency: each member is an
agent in a member-managed LLC, while a member is not an agent merely by being a member in a
manager-managed LLC and managers ordinarily have the agency role. Section 605.0301 also recognizes
authority created by the articles, agreement, a filed statement of authority, or another law.

Voting, economic, and transfer defaults

Section 605.04073 weights member votes by each member's current profit interest and uses a
majority-in-interest for acts both within and outside the ordinary course, while amendment defaults
to all-member consent. Under § 605.0404, profits, losses, and distributions follow contribution
value stated in company records. A new member ordinarily needs all-member consent unless admitted
under the agreement (§ 605.0401(3)). A transferee receives distributions, not management or
ordinary information rights (§ 605.0502).

Nonwaivable rules and duties

Section 605.0105 allows substantial tailoring but preserves a statutory floor. The agreement may
alter or eliminate aspects of loyalty and other fiduciary duties only within the statute's
manifest-unreasonableness and misconduct limits; it cannot eliminate good faith and fair dealing,
authorize willful or intentional misconduct or a knowing violation of law, unreasonably restrict
§ 605.0410 information rights, vary judicial-dissolution grounds, or unreasonably restrict member
actions. Section 605.04091 states the underlying loyalty, care, and good-faith obligations.

Amendment, filing, and records

The default amendment vote is unanimous (§ 605.04073(1)(d), (2)(e)), but § 605.0105(1)(d) lets the
agreement govern its own amendment method and § 605.0107(1) permits a nonparty approval or other
condition. The agreement itself is not the public filing. When an effective filed record conflicts
with it, § 605.0107(4) makes the agreement prevail internally and the record prevail for an outsider
to the extent of reasonable reliance. Section 605.0410(1)(b) requires the LLC to keep the current
record-form agreement and its record-form amendments at its principal office or another location.

What trips people up

  • "No signature required" has transaction-specific limits. Section 605.0106 generally binds
    unsigned parties and removes the statute of frauds, but § 605.0403(1) separately requires a
    signed writing for an enforceable contribution promise.
  • A private title does not settle public authority. A member-managed or manager-managed label
    can appear in the agreement or articles under § 605.0407, but third-party authority can also turn
    on § 605.0301 and a filed statement of authority. Real-property instruments receive an additional
    recorded-statement rule under § 605.04074(3).
  • Florida's outside-course vote is not California's unanimous default. Section 605.04073 uses
    majority-in-interest for member-managed acts both within and outside the ordinary course, while
    it separately reserves operating-agreement and articles amendments to all members by default.

Common questions

Can the agreement give rights to someone who is not a member?
Yes. Section 605.0106(7) allows rights for a person, including a nonparty, to the extent the
agreement provides them. Section 605.0107(1) also permits a nonparty approval condition for an
amendment.

Can a manager be someone who is not a member?
Yes. Section 605.04072(2) says a person need not be a member to be a manager.

Does a transferee have the same inspection rights as a member?
No as a general rule. Section 605.0502 denies ordinary information access to a transferee, and
§ 605.0410(8) says the statutory information rights do not extend to a person merely as transferee,
subject to the statute's death-successor rule.

Statutes and sources

Source links

Every statute quoted above, linked, with the date we checked it.

Fla. Stat. § 605.0102(45) · accessed 2026-07-26
Fla. Stat. § 605.0105 · accessed 2026-07-26
Fla. Stat. § 605.0106 · accessed 2026-07-26
Fla. Stat. § 605.0403 · accessed 2026-07-26
Fla. Stat. §§ 605.0301, 605.0407, 605.04072, 605.04074 · accessed 2026-07-26
Fla. Stat. §§ 605.0401, 605.0404, 605.04073, 605.0502 · accessed 2026-07-26
Fla. Stat. § 605.04091 · accessed 2026-07-26
Fla. Stat. § 605.0107; § 605.0410 · accessed 2026-07-26
This page is general legal information about state-law operating-agreement rules for an ordinary domestic limited liability company, not legal advice or a substitute for an agreement tailored to a particular company's owners, assets, financing, tax treatment, licenses, or disputes. A state may permit an oral, implied, or unsigned operating agreement while a separate law still requires a particular promise or transaction to be signed, recorded, approved, or disclosed. The statutory defaults apply when a valid agreement does not replace them, and some duties and remedies cannot be waived. Foreign LLCs, professional LLCs, series structures, and regulated businesses may face additional rules. Verified against the official statute text on the date shown; confirm current law and obtain licensed legal advice before relying on it for a particular company or transaction.

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