A Florida LLC operating agreement is the agreement among the members of a limited liability company about how the company is run. Florida's LLC law covers it whether it is written, oral or implied, and whether the company has one member or several.[1] The FormsPal template on this page is built for an LLC with a single member. Fill it out online, then download and print it.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Florida law. If you notice an error or outdated information, please contact us.
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Florida's LLC law defines an operating agreement as an agreement among the members of a limited liability company, including a company with only one member. The agreement may be oral, implied, in a record, or any combination of those. The statute's own words are below.[1]
"Operating agreement" means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in s. 605.0105 (1).
A Florida LLC may have any lawful purpose, whether or not it is a for-profit company, and it has an indefinite duration.[3.1]
Florida law itself shields members from the LLC's debts. A member or manager is not personally liable for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager.[4.1]
Because the definition includes oral and implied agreements, an oral operating agreement can be valid in Florida. The definition also names a sole member, so a company with only one member may still have an operating agreement.[1] A signed written agreement still gives the members something to point to later.
Under Fla. Stat. § 605.0105, the operating agreement governs the following matters.[2.1]
To the extent the operating agreement does not provide for one of these matters, the LLC chapter governs the matter instead.[2.2]
An operating agreement gives members wide room to set their own terms, but Fla. Stat. § 605.0105 says it may not do any of the following.[2.1]
Good faith can be measured, not removed. The agreement may prescribe the standards for measuring the obligation of good faith and fair dealing, but only if those standards are not manifestly unreasonable.[2.1]
A fiduciary duty is a duty of trust that a person owes to the company or to other members. If the change is not manifestly unreasonable, the operating agreement may do the following.[2.1]
An operating agreement may provide for specific penalties or specified consequences, including those described in Section 605.0403(5). They apply if a member or transferee fails to comply with the terms and conditions of the agreement, or if other events the agreement specifies occur.[2.1]
Popular Local Operating Agreement Forms
An LLC operating agreement sets guidelines for an LLC in the same way articles of incorporation regulate the corporation processes. Here are some of the most popular local operating agreements searched by our users.
The FormsPal template is a 31-section operating agreement for an LLC with a single member, followed by three schedules. The table below groups the sections by what they do, so you can see what the agreement covers before you fill it out. Schedules A, B and C hold the definitions, the member, Managers and Officers, and the initial capital contribution.
| Sections | Topic | What it covers |
|---|---|---|
| Sections 1 to 5 | Company details | The company name, principal business office, registered office and agent, the member, and the initial Articles of Organization (the form's term for the formation filing). |
| Sections 6 to 9 | Purposes and management | The purposes of the business, its powers, and the Managers and Officers. |
| Sections 10 to 17 | Money and liability | Limited liability, capital contributions, profits and losses, distributions, the fiscal year, other business, and exculpation and indemnification. |
| Sections 18 to 22 | Changes in membership | Assignment, resignation, admitting additional members, dissolution and waiver of partition. |
| Sections 23 to 29 | General terms | Third-party rights, severability, the entire agreement, governing law, amendments, counterparts and notices. |
| Sections 30 and 31 | Effectiveness and tax status | The form makes the agreement effective when the initial Articles of Organization are filed, and states the intent that the LLC be treated as a disregarded entity for federal tax purposes. |
The FormsPal Florida LLC operating agreement is a single-member agreement, signed by one member as the sole equity member of the LLC. Work through the parts below in the order they appear on the form.
To edit the downloaded PDF on screen, use our online PDF editor.
A Florida LLC operating agreement is the members' own agreement about the LLC's affairs. Florida law recognizes it whether it is oral, implied or in a record, so the answers below stick to what Fla. Stat. § 605.0102 and § 605.0105 say.[1]
A Florida LLC operating agreement is an agreement of the members of a limited liability company, including a sole member, about the matters in Fla. Stat. § 605.0105(1). It does not have to be called an operating agreement, and it may be oral, implied, in a record, or any combination of those.[1]
Yes. Florida's LLC law provides for an operating agreement that governs the members' dealings, a manager's rights and duties, the company's affairs, and amendments.[2.1] You can start from the FormsPal LLC operating agreement template and set your own terms within the limits listed above.
Florida's definition covers an agreement that is oral, implied, in a record, or any mix of those. A written document is not the only form an operating agreement can take.[1] Even so, a signed written agreement is easier to point to if members disagree later.
Florida's LLC law gives members the power to set their own rules in an operating agreement and says what that agreement governs.[2.1] Its definition includes an agreement of a sole member, so one-member companies are covered too.[1]
Florida's LLC law says an operating agreement governs these matters.
An agreement in your own words keeps those matters in the members' hands. Anything it leaves out falls to the statute's default rules.[2.2]
To the extent the operating agreement does not provide for a matter described in Fla. Stat. § 605.0105(1), the LLC chapter governs that matter.[2.2] In other words, the statute's default rules fill the gaps the members left open.
General information, not legal or tax advice.
Unless noted otherwise, the sources below are from the Fla. Stat..
