What this form is for
This form establishes the ownership structure, management rules, and operating procedures for your Florida limited liability company. Banks require it to verify who has authority to sign loan documents and how profits, losses, and decision-making power are distributed among members.
Before you start
- Articles of Organization filed with the Florida Division of Corporations, including your LLC's exact legal name and filing date
- Complete legal names, addresses, and ownership percentages for all members
- Federal Employer Identification Number (EIN) issued by the IRS
- Each member's initial capital contribution amount and whether it was cash, property, or services
- Decided management structure: member-managed (all owners participate) or manager-managed (designated managers run daily operations)
Step-by-step
1. Fill in the formation details at the top: your LLC's legal name exactly as filed with Florida, formation date, and principal business address in Florida.
2. Complete the member information section by listing each owner's full legal name, mailing address, ownership percentage (must total 100%), and initial capital contribution with dollar values.
3. Specify management structure by checking member-managed or manager-managed, then list names of those authorized to bind the LLC in contracts and financial agreements.
4. Define capital accounts by documenting how additional contributions will be handled and whether members can be required to contribute more funds later.
5. Detail profit and loss allocation, typically matching ownership percentages unless you have a special arrangement, and specify distribution frequency and approval requirements.
6. Establish voting rights and thresholds, noting whether routine decisions need simple majority or if major actions like taking loans, adding members, or selling assets require unanimous or supermajority consent.
7. Address transfer restrictions explaining whether members can sell their interests freely or if remaining members have right of first refusal, critical for lenders assessing ownership stability.
8. Include Florida-specific provisions: state that the LLC is governed by Florida Statutes Chapter 605 and specify the registered agent's Florida address.
9. Add signatures and dates for all members with notarization, though Florida does not require notarization for operating agreements, banks often do.
What lenders look for
- Banks scrutinize the signature authority section to confirm who can legally obligate the LLC to debt, so ensure this matches your loan application signers exactly and consider requiring multiple signatures for loans above certain thresholds.
- Lenders red-flag operating agreements with unclear capital call provisions or distribution terms that could drain cash needed for loan payments, so demonstrate that loan obligations take priority over member distributions.
- Missing or inconsistent ownership percentages between your operating agreement, Articles of Organization, and loan application trigger immediate underwriting delays, so triple-check all documents match perfectly.