Note before using this document.
Important Considerations for Single-Member LLCs in Florida
This operating agreement template is designed for single-member limited liability companies (LLCs) in Florida. It provides a foundational structure for the governance and operation of the LLC. Before using this document, please consider the following:
- Customization: This template should be viewed as a starting point. It’s important to customize the content to reflect the specific needs and circumstances of your LLC.
- Compliance with State Law: While this template is designed with Florida law in mind, laws and regulations can change. Ensure that the agreement complies with current Florida Revised Limited Liability Company Act and other relevant state laws.
- Legal Advice: It’s highly recommended to consult with a legal professional, especially for complex or unique situations. An attorney can provide advice tailored to your specific circumstances and help ensure that your operating agreement fully protects your interests and complies with state laws.
- Operational Details: Consider including detailed operational procedures, which might be relevant to your business activities but are not extensively covered in this template.
- Member Information: Be sure to accurately include the single member’s information, as this is crucial for the validity and enforceability of the agreement.
- Document Updates: The operating agreement should be reviewed and updated regularly, especially when there are significant changes in the business, its operations, or in state laws.
- Record Keeping: Maintain a signed copy of the operating agreement in your business records. This document may be required for various legal, tax, or business purposes.
- Future Changes in Membership: If your LLC transitions from a single-member to a multi-member LLC, the operating agreement will require substantial revisions. Such changes should be made with the help of a legal professional to ensure all members’ rights and obligations are clearly defined and protected.
Remember, an operating agreement is more than a formal requirement; it’s a critical tool for defining your business structure, protecting your limited liability status, and ensuring smooth operations.
This note is provided for informational purposes and does not constitute legal advice.
Operating Agreement of [COMPANY NAME]
Effective as of [DATE]
Introduction
This Operating Agreement is for [COMPANY NAME], a single-member Florida Limited Liability Company (LLC), effective from [DATE]. It outlines the governance, rights, and responsibilities within the LLC.
1. Formation
- Company Name: [COMPANY NAME]
- Formation Date: [COMPANY FORMATION DATE]
- Legal Compliance: Adheres to the Florida Revised Limited Liability Company Act.
2. Member Details
- Single Member: [SINGLE MEMBER NAME], holding 100% membership interest.
- Address: [MEMBER ADDRESS]
3. Purpose of the Company
- Business Scope: Engage in any lawful business activity permitted for LLCs in Florida.
4. Powers of the Company
- Authority: As granted under relevant Florida LLC laws.
- Scope: Necessary powers to conduct its business activities.
5. Office and Registered Agent
- Principal Office Address: [OFFICE ADDRESS]
- Registered Agent: [AGENT NAME], [AGENT ADDRESS]
6. Management Structure
- Management Type: Member-managed.
- Managerial Powers: Held exclusively by [SINGLE MEMBER NAME].
7. Liability and Indemnification
- Liability Limitations: As provided by Florida law.
- Indemnification: Extends to actions on behalf of the company, subject to legal limitations.
8. Company Duration
- Term: Perpetual, unless earlier dissolved as per the Agreement.
9. Capital Contributions
- Member Contributions: Determined by [SINGLE MEMBER NAME].
10. Tax Considerations
- Tax Status: Treated as a disregarded entity for tax purposes.
- Tax Reporting: Income and losses reported under the Member’s tax filings.
11. Distributions
- Distribution Policy: As determined by the Member.
12. Dissolution and Liquidation
- Dissolution Triggers: Consent of the Member or as specified by law.
- Liquidation Procedure: Assets first applied to creditors, then to the Member.
13. Amendments and Governing Law
- Amendment Procedure: Requires written consent from the Member.
- Governing Law: State of Florida.
14. Miscellaneous
- Severability: If any part is invalid, other parts remain effective.
- No Third-Party Benefits: Agreement solely for Member and Company.
Execution
This Agreement is executed to be effective as of the date first above written.
Member Signature:
[SINGLE MEMBER NAME]
Company Signature:
[COMPANY NAME], a Florida limited liability company
By: [SINGLE MEMBER NAME], its sole member
Note: This template is a guide and should be tailored to fit the specific needs of your business. It’s recommended to consult with a legal professional for advice and customization.
