How to Draft a Florida LLC Single-Member Operating Agreement

Forming an LLC (limited liability company) in Florida is a popular choice for entrepreneurs and small businesses who reside in Florida and are looking for a flexible structure for their online business. However, many entrepreneurs overlook one of the most important foundational documents required for your LLC — the Florida LLC Operating Agreement.

In this post, we’ll explore what an operating agreement is, why you need one, and how to draft a strong agreement whether you are running a single-member LLC or a are forming a multi-member LLC with other partners.

What Is a Florida LLC Operating Agreement?

A Florida LLC Operating Agreement is a legal document that outlines the general operating rules of your LLC. Some of the common information included in this important document in details regarding the ownership structure, the management structure, financial arrangements between the members (such as how much money you should put into the company and when you are permitted to withdraw funds), and other internal policies. It functions as a contract between the members of the LLC and defines the responsibilities of each member.

While an operating agreement is most important for a multi-member LLC, if you are setting up a single-member LLC you should not overlook this important document.

Although there is no legal requirement under Florida Law that LLCs must have a written operating agreement, I strongly recommend that my clients draft one to prevent piercing of the corporate veil and as well as other legal disputes that may come up between members. Think of an operating agreement as the rulebook by which your business will be managed.

Without an LLC Operating Agreement, you must run your business in compliance with Florida Statutes - and most people who are not business lawyers do not fully understand how to read a legal statute.

Why Is an Operating Agreement a Good Idea in Florida?

As mentioned before, even if you are the sole owner of your LLC, a well-drafted operating agreement will serve multiple purposes for you, namely:

It protects personal assets by strengthening your LLC's status as a separate legal entity with its own assets and liabilities.
It defines the roles and responsibilities of each member, which will help you to avoid future conflicts and disagreements.
It provides guidance on how to resolve future disputes, divide profits and losses, and manage the departure of a member.
It supports your LLC in various legal, banking, and tax matters.

In the absence of a written agreement, your LLC will default to the generic rules outlined by Florida law, which may not align with your specific business needs - or even be what you want to happen.

Who Needs a Florida LLC Operating Agreement?

All entrepreneurs or business owners who form limited liability companies in the State of Florida—whether a single-member LLC (just you) or a multi-member LLC (you and your business partners)—should consider drafting a proper LLC operating agreement. Here’s why:

If you are a Single-Member LLC: Having an operating agreement will streamline business matters and make you more legitimate and credible when dealing with various third parties such as banks, investors, and vendors.
If you are funning a Multi-Member LLC with your business partners: An operating agreement (I like to call is an operating "disagreement") will help to prevent misunderstandings between you and your business partners by clearly stating the roles and responsibilities of each member of the LLC, as well as each member’s LLC membership interest (i.e. how much of the entity they own), capital contributions (i.e. how much money or capital they have contributed to the LLC), and voting rights in the event you have a disagreement about a business decision.

Even if, actually especially if, you're forming an LLC with family members or close friends, it’s best to put things in writing early to avoid trouble down the road.

Key Elements of a Florida LLC Operating Agreement Template

When creating your Florida LLC Operating Agreement, you’ll want to include the following essential elements:

1. Basic Information about Your LLC

In this section of your LLC's operating agreement, you will list:

The Name of the LLC (keep in mind, this must match what is listed on your Articles of Organization - the document you filed with the Florida Department of State to form your LLC)
Principal business address where you will run your business
Business purpose - This is the main purpose of your business (you can't list "to make money", even if that is accurate).
Duration of the LLC - Typically your duration will be perpetual.
Information about your registered agent - We recommend hiring a corporate registered agent and listing them in the operating agreement.

2. Members and Ownership

In this next section of your operating agreement, you will list:

The Names and addresses of all members
Each member’s LLC membership interest (e.g., ownership percentage - the total should add up to 100%)
Details on capital contributions of each member and and how or when additional funds will be handled

3. Management Structure

LLCs in Florida can be member-managed or manager-managed. Your agreement should clearly state which model you are adopting.

In a member-managed LLC, all members participate equally in the day to day operations of the business.
In a manager-managed LLC, one or more managers (who may or may not be members) handle and make decisions about the operations of the business.

This distinction impacts the liability of each member, decision-making authority, and delegation of tasks. If you have questions about this and are drafting a multi-member agreement, I highly recommend consulting with a Florida business attorney for legal advice and assistance.

4. Voting Rights and Decision-Making Processes

It doesn't seem like it when you are just getting started, but if you are forming a business with other partners, there will be lots of different issues that come up and decisions that will need to be made in your business. You must define how these decisions will be made - verbal agreements won't help when things get tough. So in this section of your agreement you will want to:

Define voting procedures, such as the need for a simple majority or a unanimous vote of all members
Specify which decisions require a vote (e.g., admitting new members, taking on debt, dissolving the LLC)

5. Distribution of Profits and Losses

Once your LLC starts generating a profit, you will want to make sure you have defined how to make profit distributions to the relevant members. Typically, this will mean that profits will be allocated based on the ownership percentages unless otherwise agreed. You may need to include a schedule of all members and how you will divide up profits.

6. Duties and Responsibilities

Having a frank conversation as you start your business regarding the responsibilities of each member, and then putting these responsibilities down in writing is a smart and prudent choice for a new business owner. Some of the issues you may want to consider include how much time each member will spend on the business, their fiduciary duties and even restrictions on starting a business that could compete with your new LLC.

7. Changes in Membership

It may be surprising to you, but LLC's do frequently change ownership over time. This could be when you seek additional capital, or if a member dies or gets divorced. So you will likely have a major section of your agreement that outlines the:

Admission of new members
Withdrawal, death, or expulsion of a member
Procedures for transferring ownership interest and rights of first refusal

8. Dispute Resolution

Since we already know that your agreement is a means to avoid disputes, then it makes sense that your agreement will outline what to do if there is a dispute between members. Common ways to resolve business disputes in Florida include inserting:

Mediation or arbitration clauses to help prevent legal disputes
A clause regarding where jurisdiction or venue lies (typically the State of Florida, but could also be your County Courhouse)

9. Records and Reporting

If you are running a business, it is imperative that you maintain proper corporate records. Along those lines, you will need to outline which member will have record-keeping responsibilities and who is responsible for filing the annual report with the Florida Secretary of State.

10. Dissolution and Winding Up

Finally, you will want to outline what to do if/when you decide to shut down the business. In this section you will want to include:

Events that trigger dissolution
Process for winding up, distributing assets, and filing final paperwork

How to Create a Florida LLC Operating Agreement

Creating a custom operating agreement doesn’t have to be difficult. You can:

Download a Free LLC Operating Agreement Template - A free template is a great starting point, especially for simple structures. Just make sure it complies with Florida law.
Hire a Business Attorney - If you are forming a multi-member LLC or have more complex arrangements, consider working with a Florida business attorney who can tailor the document to your unique needs.
Use a Legal Service - Platforms like One Stop Legal (👋 hey!) offer attorney-drafted templates specifically for Florida LLCs. Our operating agreement template will work for all states, including Florida, and is best for a single-member LLC.

Common Mistakes to Avoid

Even with a simple LLC, these missteps can create serious issues, including piercing of the corporate veil:

Failing to create a written operating agreement altogether
Using a generic form that doesn’t comply with Florida-specific requirements
Not updating the agreement when new members join or capital requirements change
Overlooking your annual report and other obligations under Florida law

A carefully structured operating agreement not only defines your internal document policies but also reinforces your status as a legally compliant and responsible business.

Florida Operating Agreement FAQs

Is an operating agreement required in Florida?

No, but it is strongly recommended. Without one, your LLC will be governed by default rules in the Florida Revised LLC Act.

Where do I file my operating agreement?

You don’t need to file your operating agreement with the Secretary of State. Keep it with your company’s records as an internal document.

Can I write my own operating agreement?

Yes, but be careful. Unless you’re very familiar with legal documents, using a Florida-specific LLC operating agreement template or working with an attorney is the safest route.

What if I need to change my operating agreement?

You can amend it at any time with member approval, typically by a simple majority (unless your agreement says otherwise). Be sure to document the change in writing.

Final Thoughts

Your Florida LLC Operating Agreement is more than a formality—it’s a crucial tool to protect your business, define expectations, and ensure smooth operations. Whether you’re just starting your business or restructuring, don’t overlook this essential legal document.

Creating an agreement tailored to your LLC’s needs will help clarify roles, prevent disputes, and show that you’re running a serious and legitimate business under Florida law.

Still have questions? Reach out to our team or check out our full selection of templates designed for online businesses, coaches and entrepreneurs.