LLC Management Structure Options in Florida
Title: LLC Management Structure Options in Florida | Fla. Stat. § 605.0105
Description: Florida LLCs default to member-managed but may elect manager-managed structure in operating agreement or articles. No written agreement required.
What are the LLC management structure options in Florida?
Florida LLCs offer two management structures: member-managed (the default) or manager-managed. Under Fla. Stat. § 605.0105, an LLC is member-managed unless the operating agreement or articles of organization specify otherwise. You elect manager-managed status by documenting it in your articles or operating agreement. No written operating agreement is legally required, but one is strongly recommended to clarify management rights and duties.
Member-Managed Structure
In a member-managed LLC, all members have equal authority to manage the business and bind the LLC to contracts. This is the automatic default under Fla. Stat. § 605.0105 when no other structure is designated. Members participate directly in day-to-day decisions and owe fiduciary duties to the LLC and other members under Chapter 605 standards of conduct. This structure works well for small LLCs with few active owners who want direct control.
Manager-Managed Structure
You may elect manager-managed status by including it in your Articles of Organization or operating agreement. In this structure, one or more managers—who may or may not be members—handle operations and bind the LLC. Members retain ownership and voting rights on major decisions but do not participate in management unless also designated as managers. Managers owe fiduciary duties; passive members do not. This structure suits larger LLCs or those with passive investors.
Operating Agreement Flexibility
While Florida does not mandate a written operating agreement (Fla. Stat. § 605.0105), one allows you to customize management rights, voting power, profit distributions, and member duties beyond statutory defaults. The operating agreement can modify Chapter 605 rules unless prohibited by law. You may change your management structure after formation by amending your articles or agreement.
Filing Your Choice
When filing your Articles of Organization with the Florida Department of State ($125 filing fee), you may include optional management information specifying your structure (Fla. Stat. § 605.0201). The articles are public; an operating agreement is private. You need not specify management structure at filing—you can establish it through an operating agreement executed after formation.
Next Steps
- Decide your structure—member-managed (all owners involved) or manager-managed (designated managers control operations)
- Draft or review an operating agreement to define roles, voting, and distributions
- File Articles of Organization with the Florida Department of State
- Consult a Florida business attorney if you have multiple members or complex ownership arrangements
This is general information, not legal advice.