A limited liability company’s operating agreement or company agreement is similar to a corporation’s shareholder agreement, and provides for the management of the LLC, and the rights and duties of the owners of the LLC (members) and the managers of the LLC, if any.
Specifically, the LLC operating agreement should address the company’s finances, capital contributions, percentages of ownership, voting rights, meetings, notices, buyouts, distribution of profits and losses, officers, and other matters. Limited liability companies generally may be managed by the members or by appointed or elected managers.
In Florida, a limited liability company (LLC) is governed by the Florida Revised Limited Liability Company Act. The operating agreement is a key document for an LLC as it outlines the company's structure and the rules for its operation. While not required by Florida law, it is highly recommended to have an operating agreement to provide clear guidance on the management of the LLC, the rights and duties of members and managers, and other important operational details. The operating agreement typically addresses financial matters such as capital contributions, ownership percentages, distribution of profits and losses, and voting rights. It also covers operational aspects like meetings, notices, and the appointment of officers. The agreement can specify whether the LLC is member-managed or manager-managed. Without an operating agreement, the LLC will be governed by default provisions under Florida law, which may not align with the members' intentions. Therefore, drafting a comprehensive operating agreement is crucial for the smooth functioning and management of an LLC in Florida.