Do I need an operating agreement for my Florida limited liability company (LLC)?

Now more than ever, an operating agreement is necessary, particularly if your LLC is a multi-member LLC or if it is managed by a manager who is not a member.

The Florida Revised Limited Liability Company Act allows for greater flexibility in how LLCs are operated, but members of an LLC must provide for what operating structure they decide on in an operating agreement.  

The new act modifies the old management structure, including doing away with the concept of a “managing member.”  It also modifies the default rules regarding voting rights among many others, but except for a few non-waivable provisions all of these default rules can be modified by an operating agreement entered into by the members and managers. The new act states that the operating agreement governs relations among the members and the LLC, as well as governing the activities and affairs of the LLC.  

Think of an operating agreement as a combination of bylaws and partnership agreement.  It is a contract among the members, management, and the company.

While filing articles of organization is a relatively simple task, the preparation of an operating agreement is a legal task that requires the services of a corporate attorney.