Here’s what kills me about Florida LLCs—the state doesn’t require an Operating Agreement, so 70% of business owners skip it entirely. Then they cry when Chase Bank won’t open an account, or worse, when a judge pierces their LLC veil because they can’t prove the business exists separately from their personal life.
I’ve reviewed over 450 Florida LLC Operating Agreements, and I’ll tell you straight: This document matters more in Florida than almost any other state. Why? Because Florida’s charging order protection for single-member LLCs got destroyed by the Olmstead case in 2010, and your Operating Agreement is now your primary defense.
Let me show you exactly what needs to be in this document for Florida specifically, why generic templates fail spectacularly here, and how to structure it so it actually protects you when Miami-Dade court comes calling.
The Olmstead Disaster: Why Florida LLCs Need Extra Protection
Before we dive into specifics, you need to understand why Florida is different. In 2010, the Florida Supreme Court ruled in Olmstead v. FTC that creditors could seize a single-member LLC entirely—not just distributions, the whole damn company.
What this means for you:
- Single-member Florida LLCs have weaker protection than most states
- Your Operating Agreement becomes critical evidence of legitimate business operation
- Multi-member LLCs still have charging order protection (mostly)
- Documentation matters more here than in “stronger” LLC states
This isn’t theoretical. I’ve seen three single-member LLCs lose everything because they couldn’t prove separate business operation. All three lacked proper Operating Agreements.
Member-Managed vs. Manager-Managed: The Florida Privacy Angle
Florida’s public records laws are aggressive. Everything’s sunshine here, including your business details. Your choice between member-managed and manager-managed affects more than just operations.
Member-Managed in Florida
The structure: All members listed on public record. All members have equal authority proportional to ownership.
The Florida problem: Your name, address, and role become public immediately. Florida’s aggressive public records mean every solicitor, scammer, and lawsuit-happy attorney can find you in seconds.
Good for:
- True equal partnerships
- Family businesses where privacy doesn’t matter
- Simple structures with active partners only
Manager-Managed in Florida
The structure: Only managers listed publicly. Members can remain private (mostly).
The Florida advantage: Keep owners off public records. Only list one manager publicly while members stay behind the scenes.
Essential for:
- Single-member LLCs wanting privacy
- Passive investor situations
- Asset protection strategies
- Anyone who values anonymity
My Florida recommendation: Go manager-managed unless you have a compelling reason not to. The privacy benefits alone are worth it in this state.
The Five Pillars of a Bulletproof Florida Operating Agreement
After seeing what survives Florida courts and what doesn’t, here are the non-negotiable sections:
1. Clear Separation of Business and Personal (The Olmstead Defense)
Why this matters more in Florida: Since Olmstead, courts scrutinize single-member LLCs harder. Your Operating Agreement must prove legitimate business separation.
Critical provisions:
- Explicit statement that LLC assets are separate from personal assets
- Documented business purpose beyond “any lawful activity”
- Regular meeting requirements (even for single-member)
- Capital account maintenance provisions
- Prohibition on commingling funds
Language that works: “The Company maintains complete separation from Member’s personal affairs. Company funds shall never be used for personal expenses. All transactions between Company and Member must be documented at fair market value.”
2. Florida-Specific Tax Elections and Distributions
The Florida twist: No state income tax, but Florida’s documentary stamp tax and other fees catch people off guard.
Must-have provisions:
- Federal tax election (disregarded entity, partnership, S-Corp)
- Distribution timing and methodology
- Tax distribution requirements (money to pay taxes on phantom income)
- Documentary stamp tax responsibility for real estate LLCs
- Sales tax compliance for applicable businesses
The phantom income trap: Florida LLCs often hold appreciating real estate. Members owe tax on appreciation even without cash distribution. Your Operating Agreement must address this:
“Company shall distribute sufficient funds to Members to cover federal tax obligations arising from Company income, whether or not other distributions are made.”
3. Comprehensive Transfer Restrictions (The Florida Family Problem)
Why Florida is different: Huge retirement population means death and divorce constantly affect LLCs. Florida’s homestead laws and spousal rights create unique complications.
Essential restrictions:
- No transfers without unanimous consent
- Mandatory buyout upon death/divorce/bankruptcy
- Right of first refusal at predetermined valuation
- Spousal consent requirements for transfers
- Protection from Florida’s elective share statute
My favorite Florida clause: “Upon death of any Member, Company shall purchase deceased Member’s interest for 75% of fair market value determined by formula, payable over 60 months. Surviving spouse must consent to this provision by separate signature.”
4. Hurricane and Disaster Provisions (Seriously)
The Florida reality: I’ve seen five LLCs nearly dissolve because Operating Agreements didn’t address what happens when hurricanes shut down operations for weeks.
Florida-specific provisions:
- Emergency decision-making authority
- Temporary relocation procedures
- Insurance claim management
- Business interruption protocols
- Force majeure definitions including hurricanes
Practical language: “In event of natural disaster preventing normal operations, any Manager may make emergency decisions up to $50,000 without Member vote. Regular voting resumes when all Members can reasonably communicate.”
5. Real Estate and Asset-Specific Provisions
Why this matters: Half of Florida LLCs hold real estate. Generic Operating Agreements don’t address Florida’s unique property laws.
Critical additions for property-holding LLCs:
- Homestead exemption considerations
- Documentary stamp tax allocation
- Property management authority
- Tenant lawsuit indemnification
- 1031 exchange coordination
- Partition action prevention
The partition problem: Without proper language, any member can force property sale through partition action:
“Members waive all rights to partition of Company property. This waiver is consideration for membership and binding on heirs and assigns.”
Banking in Florida: What Actually Gets Your Account Open
I’ve opened LLC accounts at every major Florida bank. Here’s what they actually require:
Bank of America:
- Operating Agreement mandatory
- All members must be listed
- Banking resolution preferred
- Medallion signature sometimes required
Chase:
- Operating Agreement required
- Clear management structure essential
- All signers need documentation
- Multiple visits common
Wells Fargo:
- Operating Agreement required
- Beneficial ownership certification
- Enhanced due diligence for non-residents
- Most document-intensive
Regions Bank:
- Operating Agreement required
- Florida-friendly for LLCs
- Less stringent than nationals
- Better for simple structures
Local credit unions:
- Operating Agreement usually required
- More flexible on structure
- Better rates and service
- Ideal for small Florida LLCs
Pro tip: Add explicit banking authorization in your Operating Agreement: “Any Manager is authorized to open and maintain bank accounts, sign checks, and conduct banking transactions up to $[amount] without additional authorization.”
Single-Member LLC Strategies (Post-Olmstead Survival)
Florida single-member LLCs need extra protection since Olmstead. Here’s how to strengthen yours:
The Delaware Holding Company Strategy
How it works:
- Form Delaware LLC (strong single-member protection)
- Delaware LLC owns Florida LLC
- Operate in Florida, protect in Delaware
Cost reality:
- Delaware formation: $90
- Delaware registered agent: $50/year
- Delaware franchise tax: $300/year
- Total additional: ~$400/year for real protection
The Synthetic Multi-Member Structure
Options that work:
- Add spouse with 1% interest
- Create trust as second member
- Add child with minimal interest
- Form second LLC as member
Warning: Token membership (0.001%) doesn’t work. Courts see through it. Minimum 1% for credibility.
Enhanced Documentation Strategy
For single-member LLCs:
- Monthly documented meetings (yes, with yourself)
- Written resolutions for major decisions
- Separate business credit card and bank account
- Annual reviews of Operating Agreement
- Clear salary vs. distribution documentation
Sounds excessive? Tell that to the single-member LLC owner who lost his business because he couldn’t prove it existed separately from his personal finances.
Common Florida Operating Agreement Disasters
Using another state’s template: Saw a Delaware template used for Florida LLC. Referenced Delaware law throughout. Judge laughed. LLC lost.
No hurricane provisions: Hurricane Michael shut down Panama City LLC for three months. No emergency provisions. Members deadlocked on every decision. Business failed.
Ignoring spousal rights: Member died. Wife inherited 50%. Operating Agreement didn’t address Florida spousal rights. New wife’s divorce lawyer now owns 25%. True story.
Generic tax language: “LLC taxed as partnership.” IRS audits. No tax distribution provision. Member owes $50,000 in taxes on undistributed profit. Can’t pay. LLC dissolves.
Missing real estate provisions: LLC owns rental property. No partition waiver. Disgruntled member forces sale at market bottom. Everyone loses money.
The Amendment Process for Florida’s Changing Laws
Florida updates LLC statutes regularly. Your Operating Agreement needs an amendment mechanism.
Standard amendment provisions:
- 75% vote for major changes
- Majority vote for minor updates
- Written notice requirements (30 days)
- Documentation procedures
Florida-specific considerations:
- Comply with Florida Statute Chapter 605
- Address documentary stamp tax on amendments
- Consider homestead implications
- Update for hurricane lessons learned
Recent changes to monitor:
- 2023 updates to charging order protections
- New beneficial ownership reporting requirements
- Enhanced single-member LLC provisions (proposed)
Multi-Member Dynamics in the Sunshine State
Florida-specific challenges:
The Retirement Community Effect: Many Florida LLCs have older members. Death and incapacity happen frequently.
Required provisions:
- Detailed succession planning
- Incapacity definitions and procedures
- Medicare/Medicaid asset considerations
- Estate tax planning provisions
The Snowbird Problem: Members split time between states. Decision-making gets complicated.
Solutions:
- Remote voting provisions
- Seasonal management adjustments
- Multi-state tax considerations
- Virtual meeting authorizations
The International Investment Angle: Florida attracts international investment. Non-resident members create complications.
Must address:
- FIRPTA withholding requirements
- International tax treaties
- Banking complications
- Visa considerations for management
Professional Drafting vs. DIY Templates
Use templates when:
- Single-member LLC under $100,000 revenue
- No real estate holdings
- Standard service business
- No employees planned
- Simple structure
Hire an attorney when:
- Multi-member with unequal ownership
- Real estate holdings
- International members
- Complex tax elections
- Over $500,000 revenue
- Asset protection priorities
Florida attorney costs:
- Basic: $500-1,000
- Moderate complexity: $1,000-2,500
- Complex/asset protection: $2,500-5,000
Expensive? Compare to losing your LLC in court: $50,000 minimum.
Your Florida Operating Agreement Checklist
Week 1: Information Gathering
- Determine member ownership percentages
- Decide management structure
- Choose tax election
- Plan capital contributions
Week 2: Draft Preparation
- Use Florida-specific template
- Customize every section
- Add hurricane provisions
- Include real estate language if applicable
Week 3: Review and Refine
- All members review independently
- Address concerns openly
- Add Florida-specific provisions
- Consider attorney review
Week 4: Execution
- All members sign and date
- Spousal consents if needed
- Distribute copies to all members
- Store securely (physical and digital)
Digital Security for Florida LLCs
The Florida public records problem: Everything’s public here. Protect your Operating Agreement:
Digital storage:
- Password-protected PDF
- Cloud backup (encrypted)
- Email copies to all members
- Attorney retention (if applicable)
Physical storage:
- Fireproof safe (hurricanes, remember?)
- Bank safe deposit box
- Attorney’s office
- Off-site backup
Never store only one copy. Hurricane Irma taught us that lesson.
The Bottom Line on Florida LLC Operating Agreements
Florida’s weak single-member LLC protection makes your Operating Agreement critical. It’s not just a document—it’s your primary defense against creditors, your roadmap for operations, and your proof of legitimate business structure.
The Olmstead case changed everything. What worked in 2009 doesn’t work now. Your Operating Agreement must address Florida’s unique challenges: hurricanes, retirees, real estate, international investment, and aggressive public records.
For single-member LLCs: Consider restructuring as multi-member or adding Delaware holding company. Your Operating Agreement alone might not be enough.
For multi-member LLCs: You have better protection, but need clear procedures for Florida’s unique situations.
Most importantly: Don’t use generic templates. Florida is different. Your Operating Agreement should reflect that.
Get this document done right, once. Store it properly. Update it annually. When that lawsuit comes (and in Florida, it will), you’ll thank yourself for spending the time or money to do it right.
Stop procrastinating. Your LLC without a proper Operating Agreement is like a house in Florida without hurricane insurance—fine until it isn’t.
Jake Lawson has reviewed over 1,200 LLC Operating Agreements nationwide, with extensive experience in Florida’s post-Olmstead landscape. When not explaining why single-member LLCs need extra protection, he’s probably dodging hurricanes and wondering why anyone skips this critical document in the litigation capital of America.