Florida LLC governance: the equal-shares default, and why a second member is worth more here

Florida’s operating agreement carries more weight than in most states, for a reason that lives on the protection page: a single-member Florida LLC can be foreclosed and taken by a creditor, while a multi-member LLC cannot. So the agreement that adds a real second member is not just governance housekeeping. It is asset protection. That makes getting the agreement right unusually valuable here.

Florida’s LLC statute is the Florida Revised Limited Liability Company Act, Chapter 605, based on the 2006 Revised Uniform LLC Act. Its defaults are the uniform-model ones, and one of them surprises nearly every multi-member owner.

In Florida the operating agreement does double duty, because the second member it adds also closes the single-member foreclosure gap.

What the statute decides when you say nothing

Distributions split equally, regardless of contribution

Under Fla. Stat. § 605.0404, distributions before dissolution are shared in equal shares among the members, regardless of how much each contributed.

Florida’s default splits distributions equally among members, no matter who put in the money.

Two members, one who funded $90,000 and one who funded $10,000, split every distribution fifty-fifty if the agreement is silent. There is no default that ties money out to money in. The clause that fixes it, distributions in proportion to capital or ownership, is the most important line in a multi-member Florida agreement, and no statute supplies it. Florida shares this equal-shares default with Wyoming and South Dakota; Nevada and Alaska do the opposite and split by contribution.

Duties, information, and the value of writing it down

Florida uses the uniform-model duties of loyalty and care, which the agreement can shape but not erase down to the studs the way Delaware allows, and members have a statutory right to the company’s information. Florida also recognizes operating agreements that are oral or implied from conduct, so a handshake can be your agreement.

Florida enforces oral operating agreements, which is exactly how the equal-shares default gets displaced by a swearing contest.

That flexibility is a trap. The way you displace the equal-shares default and add the second member that protects the company is with an agreement, and if that agreement is oral, the thing standing between you and the statute is two people’s memories under oath. Write it down.

How far you can contract around it

Broadly, within the uniform model. The agreement can set the distribution split, the voting rules, the management structure, the transfer restrictions, and the duties within the limits the act keeps. In Florida the drafting has a second payoff most states do not offer: structuring a genuine multi-member LLC, with a real second member who holds an actual stake and real rights, both fixes the equal-shares default and moves the company out of the single-member foreclosure exposure. The freedom of contract and default rules pages cover the model; the Florida-specific point is that the agreement is worth more here than the fee to draft it.

The bottom line

Florida’s LLC act is the uniform model, so it keeps a floor of duties a Delaware agreement could waive away.

Distributions default to equal shares under § 605.0404, regardless of contribution, the same trap Wyoming and South Dakota have.

Florida recognizes oral and implied operating agreements, so the writing that displaces the defaults has to actually exist on paper.

A real second member does double duty in Florida: it fixes the distribution split and closes the single-member foreclosure gap.

Getting the operating agreement right is worth more in Florida than in most states, because the document also carries the asset protection.

What this page does not cover

This page is about what Florida’s law lets your operating agreement do. How creditors reach you, including the single-member exposure and the homestead, is on the protection page. Privacy, the new series LLC law, and the documentary stamp tax are on the structure and cost page. Fees, forms, and the late penalty are on the filing page.

Last verified July 2026.