Operating Agreement (Multi-Member, Manager-Managed) (FL)

by Practical Law Corporate & Securities

A Standard Document that provides a model operating agreement for a Florida-based, manager-managed limited liability company (LLC). This Standard Document establishes a framework for governing the LLC's internal affairs and the contractual rights and obligations of its members, drafted in accordance with the Florida Revised Limited Liability Company Act (RLLCA). It addresses essential topics such as member capital contributions, the maintenance of capital accounts, and complex tax matters, including allocations of profits and losses and provisions for tax distributions. The agreement details the management structure, defining the manager's authority while outlining specific corporate actions that require member approval. It also provides valuable mechanisms for managing member relationships and protecting interests, including comprehensive restrictions on the transfer of membership interests, a right of first refusal (ROFR), and optional preemptive rights to prevent dilution. Furthermore, this Standard Document includes robust indemnification provisions for covered persons and guidance for appointing a Tax Matters Representative to navigate the Bipartisan Budget Act of 2015 (BBA) audit rules.