Operating Agreement Example Florida

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-FL-OPER-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Florida (Florida Limited Liability Company Act, Chapter 605, Fla. Stat.)

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LEGAL DISCLAIMER

This document is a template provided for informational purposes only and constitutes legal drafting for institutional reference. It does not constitute attorney-client privilege or professional legal advice. Given that the Florida Revised Limited Liability Company Act (Chapter 605) mandates specific formalities for member management, capital contributions, and fiduciary duties, users are strictly advised to consult with Florida-licensed legal counsel to ensure compliance with current state statutes, tax obligations, and specific operational requirements unique to your entity.

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ARTICLE I: PARTIES AND FORMATION

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date], by and among the Members identified below:

1. [Company Full Legal Name], a Florida Limited Liability Company (the "Company").
2. [Member 1 Full Legal Name], residing at [Member 1 Address].
3. [Member 2 Full Legal Name], residing at [Member 2 Address].

Recitals: The Members have formed the Company pursuant to the Florida Limited Liability Company Act. The Members desire to adopt this Agreement to govern the affairs of the Company, the conduct of its business, and the relations among the Members.

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ARTICLE II: CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Initial Contributions: The Members shall contribute the following amounts in cash or property as initial capital contributions:

• Member 1 Name: $[Amount in USD]
• Member 2 Name: $[Amount in USD]

2.2 Ownership Interests: Membership interest shall be allocated as follows:

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ARTICLE III: MANAGEMENT AND AUTHORITY

3.1 Management Structure: The Company shall be [Member-Managed / Manager-Managed]. 3.2 Authority: The [Managers/Members] shall have the authority to bind the Company in the ordinary course of business. Any transaction outside the ordinary course of business, exceeding $[Amount in USD], requires the unanimous written consent of all Members.

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ARTICLE IV: PROFITS, LOSSES, AND DISTRIBUTIONS

4.1 Allocations: Profits and losses shall be allocated to the Members in proportion to their respective Membership Interests. 4.2 Distributions: Distributions of cash or other assets shall be made at such times and in such amounts as determined by the [Managers/Members] in accordance with Florida law.

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ARTICLE V: TRANSFERS AND WITHDRAWALS

5.1 Transfer Restrictions: No Member may sell, assign, pledge, or otherwise transfer their interest in the Company without the prior written consent of all other Members. 5.2 Right of First Refusal: In the event a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase such interest on the same terms and conditions.

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ARTICLE VI: CONFIDENTIALITY AND NON-DISCLOSURE

Members agree to maintain in strict confidence all proprietary, financial, and operational information of the Company. This obligation shall survive the termination of this Agreement or the withdrawal of any Member for a period of [Number] years.

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ARTICLE VII: INDEMNIFICATION AND LIABILITY

7.1 Limitation of Liability: No Member or Manager shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company, unless such act constitutes gross negligence or willful misconduct. 7.2 Indemnification: The Company shall indemnify and hold harmless its Members and Managers to the fullest extent permitted by Florida law against all claims and liabilities arising from their service to the Company.

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ARTICLE VIII: DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 8.2 Dispute Resolution: Any dispute arising out of this Agreement shall be resolved through mandatory, binding arbitration administered by the American Arbitration Association (AAA) in [County Name], Florida, in accordance with its Commercial Arbitration Rules.

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ARTICLE IX: MISCELLANEOUS

9.1 Entire Agreement: This Agreement constitutes the entire agreement among the Members and supersedes all prior understandings. 9.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. 9.3 Amendments: This Agreement may only be amended by a written instrument signed by all Members.

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ARTICLE X: EXECUTION

FOR [COMPANY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER 1]: Signature: _____________________________________ Printed Name: Member 1 Name Title: Member Date: [Date]

FOR [MEMBER 2]: Signature: _____________________________________ Printed Name: Member 2 Name Title: Member Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Preparation: Copy the above text into a secure word processor (Microsoft Word). Use the "Find and Replace" function to replace all bracketed fields (e.g., [Company Full Legal Name]) with your specific entity data.
2. Verification of Authority: Verify that the signatories listed are the registered agents or authorized members as per the Company's filing with the Florida Division of Corporations (Sunbiz).
3. Internal Review: Circulate the draft among all stakeholders. Ensure capital contribution values align with current bank statements or asset valuations.
4. Digital Execution: Utilize a platform compliant with the ESIGN Act and UETA, such as DocuSign or Adobe Sign, to collect signatures. This ensures an audit trail of the signing process.
5. Record Retention:
   • Save a digital PDF copy in a secure, encrypted cloud repository.
   • Print and execute two hard copies: one for the Company’s "Minute Book" (required by Florida law) and one for each Member.
6. State Filing: While this Operating Agreement is an internal document and generally not filed with the state, ensure that your Annual Report is filed with the Florida Division of Corporations annually to maintain "Active" status.