LLC Documents in Florida: The Breakdown

LLC Documents in Florida: The Breakdown

We get it – not everyone enjoys doing paperwork as much as we do. And when you’re starting up your Florida Limited Liability Company, the number of documents and contracts that you’ll need can seem confusing, if not overwhelming. Here are the LLC documents that you will need to get your business running in accordance with Florida law while also protecting yourself against potential liability.

Articles of Organization

Your Articles of Organization are the principal founding document of any limited liability company doing business in Florida. Filing the Articles with the State of Florida’s Division of Corporations is what legally establishes your business. This can be done either online or by mail. This document covers the basics of your business, such as its name, principal address (its location), and a list of the Members and/or Managers. It needs to include your Registered Agent, too. A Registered Agent is a Florida-based individual or business legally designated to receive mail and important legal documents – such as a service of process – on your behalf.

Operating Agreement

If the Articles of Organization are the foundation of your business, then the Operating Agreement is its scaffolding. In other words, an Operating Agreement serves as a plan for your business going forward. In addition to covering some of the information included in your Florida Articles of Organization, this document defines the responsibilities of the Members/Managers, the management structure of the business, and includes contingencies for situations such as the dissolution of the business or a misbehaving Member.

The length of an Operating Agreement can be anywhere from a few pages to dozens in length. Bigger isn’t always better, but shorter isn’t. always sweeter. You need something tailored to your own specific needs. If you’re unsure that you’ve covered your bases, get in touch with a Florida business lawyer to review your Operating Agreement or other LLC documents.

Meeting Minutes

Meeting Minutes are the written record of your limited liability company’s meetings. Unlike corporations, however, the State of Florida does not require limited liability companies to hold or record annual meetings. That doesn’t mean that they aren’t an important part of your LLC documents, though. Meeting Minutes keep everyone up to date on any changes or decisions made in the LLC. They count as evidence should disputes arise in the future, too. To learn more about why your limited liability company’s meeting minutes are so important, then we have ten good reasons why.

Membership Ledger and Certificates

These last two LLC documents relate to the Members and their ownership in the limited liability company. A Membership Ledger is a simple table that tracks the Members and their interest in the company over time. This includes both the initial Members and any Members that come in later. Be sure to record any exiting Members, too, and double-check your math on those interest percentages! Similarly, the LLC will issue Membership Certificates for each LLC Member. Finally, you should consider keeping a corporate binder for your business. This is a collection of your LLC documents. It can be physical, like a binder, or you can use services like Dropbox to store it digitally.

When launching a business, it’s crucial that you have a solid foundation that will encourage growth. As a firm of entrepreneurs ourselves, we know how to get businesses started off the right way. Hiring an attorney reduces the chance that your company will run into trouble down the line and helps ensure that you’re armed with the information and LLC documents that you need for success. For assistance with starting your business or growing the one that you already have, visit our Service Page or contact us by calling (727) 279-5037.