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What an operating agreement governs under Florida law

An operating agreement is the contract that governs how an LLC is run, and Florida law gives it broad effect over the company's internal affairs. The state does not file the operating agreement. What is filed with the Division of Corporations is the articles of organization and later changes.

Last checked against the official sources listed on this page.

Published by Vermilion Vitez LLC, which sells LLC formation and resells registered-agent service fulfilled by Registered Agents Inc.

What the operating agreement governs

In Florida the operating agreement governs relations among the members as members, the rights and duties of a manager, the activities and affairs of the company, and how the agreement is amended. Where the operating agreement does not address a matter, the statute governs it (Fla. Stat. 605.0105).

How much weight it carries

The chapter says its intent is to give the maximum effect to freedom of contract and to the enforceability of operating agreements. To the extent members, managers, or others have duties, including fiduciary duties, the operating agreement may restrict, expand, or eliminate those duties to the extent the statute allows (Fla. Stat. 605.0111).

When there is no operating agreement

A company can operate without one. When it does, the default rules in the statute fill the gaps, because the chapter governs any matter the operating agreement does not provide for.

What the agreement cannot change

Some provisions cannot be altered. An operating agreement may not vary the company's capacity to sue and be sued in its own name, the applicable law, or the requirements for registered agents and for records delivered to the Division of Corporations. It also may not eliminate the obligation of good faith and fair dealing, and it cannot relieve a person from liability for bad faith, willful misconduct, or a knowing violation of law (Fla. Stat. 605.0105).

A member-managed or manager-managed company

The statute gives the operating agreement a say in how the company is run either way. It governs the rights and duties of a person acting in the capacity of manager and the activities and affairs of the company, so the agreement is where a manager-managed structure and the limits on a manager's authority are set out.

The filing that is separate

The document the state keeps is the articles of organization. If a member or manager knew filed information was inaccurate or it became inaccurate because circumstances changed, they must promptly cause the articles to be amended or file a statement of change or a statement of correction (Fla. Stat. 605.0202). Vermilion Vitez publishes free document templates for the internal agreement.

Related page on vermilionvitez.com: https://vermilionvitez.com/document-templates

Official sources

FAQ

Is an operating agreement filed with the state?

No. The filing the state keeps is the articles of organization and any later amendment, statement of change, or statement of correction. The operating agreement is the internal contract among the members.

What happens if an LLC has no operating agreement?

The statute's default rules apply to any matter the operating agreement does not cover, because the chapter governs what the agreement leaves unaddressed.

Can an operating agreement remove all duties between members?

No. It can restrict, expand, or eliminate many duties, but it cannot vary certain provisions and cannot remove the obligation of good faith and fair dealing or protect someone from liability for bad faith or a knowing violation of law.

Can an operating agreement be changed later?

Yes. The agreement governs the means and conditions for amending itself, so the process for changing it is usually written into the document. Where the agreement does not address a matter, the statute governs it.

This page is general information about how a filing works, taken from the official sources listed above. It is not legal, tax, or financial advice, and it does not recommend any business structure. Confirm current forms, fees, and deadlines on the official source before you file.

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