FL · LLC-OP-AGMT · Updated July 2026 · Free
Florida LLC Operating Agreement
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Florida at a glance: Governing Law: Fla. Stat. § 605.0105 · Agreement Mandate: Required for all Florida LLCs · Dissolution Clause: Court-ordered dissolution cannot be waived
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Overview
LLC Operating Agreements in Florida
Florida LLC operating agreements are governed by Chapter 605 of the Florida Statutes (Florida Revised Limited Liability Company Act). Florida requires all LLCs to have an operating agreement (oral, implied, or written).
Under Fla. Stat. § 605.0105, specific statutory rules are strictly non-waivable, including the duty of loyalty and care, and the power of a court to dissolve the LLC in the event of deadlock.
Key Facts
Florida LLC Operating Agreement — Quick Reference
| Requirement | Florida Rule |
|---|---|
| Governing Law | Fla. Stat. § 605.0105 |
| Agreement Mandate | Required for all Florida LLCs |
| Dissolution Clause | Court-ordered dissolution cannot be waived |
| Filing Fee | $125 (Articles of Organization) |
Legal Requirements
Florida Legal Requirements
- Must establish the operational rules and member relations.
- Cannot eliminate the obligation of good faith and fair dealing.
- Cannot restrict member rights to sue for breach or petition for dissolution.
Governing Laws
Florida Governing Laws
Fla. Stat. § 605.0105
Operating Agreement Scope
Lists the statutory limitations and non-waivable member protections.
Fla. Stat. § 605.04091
Standards of Conduct
Defines the standard fiduciary duties of loyalty and care for Florida LLCs.
Read the full text of these laws at Cornell Law School's Florida legal resources or your state legislature's official website.
Questions & Answers
Florida LLC Operating Agreement — Frequently Asked Questions
Is a Florida Operating Agreement legally required?
Yes. Florida Statutes Chapter 605 requires all LLCs to maintain an operating agreement, though it is not filed publicly.
Can we restrict member access to records in Florida?
No. Florida law guarantees all members reasonable access to the LLC's financial reports, tax returns, and meeting minutes.