How to Draft a Florida LLC Operating Agreement (Step by Step)

Florida does not require an LLC to have an operating agreement and does not file one with the state. That is precisely why so many Florida companies run under the default rules of Chapter 605 of the Florida Statutes — rules the owners never chose and often never read. A written operating agreement replaces most of those defaults with terms the members actually choose, though a short list of statutory rules cannot be waived. This guide walks through the order I use when drafting an operating agreement, organized around the seven provisions that decide how a company is owned, controlled, and eventually unwound. For the reasoning behind each one, see the companion article on the seven provisions every Florida LLC operating agreement should contain.

Step 1: Fix ownership and capital contributions

Start with who owns what and what stands behind it. Write down each member's ownership percentage, the initial capital contribution supporting it, and whether the company can require more money later through a capital call. Decide now what happens to a member who cannot fund a call — dilution, a loan, or forfeiture. When contributions are unequal, or one member contributes work instead of cash, this is where a future dispute is either prevented or created.

Step 2: Set the management structure and signing authority

Match the agreement to the member-managed or manager-managed choice on your filing, then define authority in operational terms: who can sign contracts, open and close bank accounts, hire and fire, and bind the company. Be specific rather than sweeping. A Florida appellate court this year enforced broad authority language exactly as written, letting one manager move assets without the other's consent. List what each role can do alone and what requires sign-off.

Step 3: Choose voting thresholds and identify major decisions

Let ordinary operations run on a simple majority or manager discretion, but require a higher threshold for major decisions: taking on debt, selling assets, admitting a new member, amending the agreement, or dissolving. In a two-member, fifty-fifty company, build a tie-breaker — a neutral third vote, a mediation step, or a buy-sell trigger — before you need it.

Step 4: Define profit allocation and distributions

Separate ownership from cash flow. Set when profits are distributed, whether allocations are strictly pro rata or include a preferred return, and — the provision people forget — a tax-distribution clause. LLC income generally passes through to members whether or not cash is distributed, so without it a member can owe tax on paper profits they never received.

Step 5: Write transfer restrictions and a buy-sell

Restrict transfers so a member cannot sell or pledge an interest to an outsider without the company's consent or a right of first refusal. Then add the buy-sell: the mechanism to buy out a departing member on defined terms. The two things that make it work are a valuation method agreed in advance and clear payment terms. Agree on price while everyone is still on good terms.

Step 6: Plan for death, disability, and withdrawal

Decide what happens when a member dies, becomes disabled, or wants out. The Chapter 605 default passes economic rights to an heir but not management or voting rights — choose that outcome deliberately rather than inheriting it. Tie any buyout to the same valuation method from Step 5, and consider life-insurance funding for the death scenario.

Step 7: Set dissolution and dispute resolution, then sign

Close with how the company winds down, how assets are distributed after creditors, and how disputes get resolved — negotiation, mediation, arbitration, or litigation in a named Florida venue under Florida law. Then execute it: every member signs, and you keep it with the company records. An unsigned draft governs nothing.

When to get help

A truly simple single-member LLC can use a short agreement. Once there is a second owner, unequal contributions, or a real business at stake, all seven provisions should be drafted and signed before the disagreement, not after. If you want the operating agreement drafted around how your company actually runs, the firm's flat-fee Operating Agreement service is $469, and the LLC Formation service ($499) builds it in at formation.