Florida recognizes an operating agreement that is oral, implied, in a record, or any combination of those forms, including an agreement for a single-member LLC. If the agreement leaves an issue open, Chapter 605 supplies Florida-specific defaults, including profit-interest voting and contribution-based profit allocations.
Choose the version that matches your Florida LLC structure.
Does Florida Require a Written LLC Operating Agreement?
No. Florida does not require a written operating agreement to form an LLC, and the operating agreement is not one of the documents filed to create the company. Florida forms an LLC through Articles of Organization filed with the Department of State. The statutory filing fee is $100, plus a required $25 registered-agent designation fee.
Without terms in the operating agreement addressing a particular issue, Chapter 605 supplies the rule. That matters in Florida because management, voting power, distributions, amendments, and even a member’s withdrawal can operate differently from what owners may expect.
Owners forming the company can file Florida LLC Articles of Organization online, and it is useful to check Florida’s official business records database before choosing a company name.
Florida’s Legal Definition of an Operating Agreement
“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). The term includes the operating agreement as amended or restated.
A formal signed contract is not the only form Florida recognizes. The members’ agreement may be oral, implied, contained in a record, or combine those forms. § 605.0102(45)
Florida’s definition expressly includes a sole member. Under § 605.0106(5), a single-member operating agreement is not unenforceable simply because only one person is a party to it.
Under § 605.0105, the operating agreement generally governs relations among members, manager rights and duties, company activities and affairs, and the amendment process. When it does not address one of those matters, Chapter 605 supplies the rule, subject to statutory limits that cannot be overridden.
Florida Default Rules
These are the Florida defaults worth addressing directly in an operating agreement.
The LLC is member-managed unless the operating agreement or Articles of Organization expressly make it manager-managed. Calling someone a “managing member” by itself is not enough.
§ 605.0407Members do not automatically receive one vote each. Voting power follows each member’s current percentage or other interest in LLC profits, and a majority-in-interest generally approves company acts.
§ 605.04073If the agreement does not establish another amendment procedure, amending the operating agreement or Articles of Organization requires the affirmative vote or consent of all members.
§§ 605.0105, 605.04073Profits, losses, and pre-dissolution distributions are allocated according to the agreed value of contributions received and recorded by the company, not automatically by headcount.
§ 605.0404A member has the power to withdraw at any time by express will. The withdrawal can still be wrongful if it breaches the operating agreement, and the member can be liable for resulting damages.
§§ 605.0601-605.0602In a manager-managed LLC, members holding more than 50% of the current profit interests can, by default, remove a manager at any time without notice or cause.
§ 605.04072New for Florida in 2026: Protected Series
Florida’s Uniform Protected Series Provisions became effective July 1, 2026. An existing Florida LLC can establish a protected series with unanimous member approval and a filed protected-series designation. The Division of Corporations currently charges $25 for each designation.
For owners considering this structure, the state’s Florida protected series filing guide explains the filing process, naming requirements, and how protected series appear on Sunbiz.
