Florida Statute 605.0105
“Operating agreement; scope, function, and limitations”
What it means
Florida's LLC act is mostly a set of default rules. Under §605.0105, the operating agreement governs relations among the members, the rights and duties of managers, and the company's activities and affairs — Chapter 605 fills in only where the agreement is silent.
Subsection (3) lists what an agreement may not do: eliminate the duty of loyalty or the duty of care, gut the obligation of good faith and fair dealing, excuse bad faith or a knowing violation of law, or unreasonably restrict a member's information rights. Directing where a member's interest goes at death is not on that list — so a valid operating agreement can control it, even against a later will.
- The operating agreement governs member relations, manager duties, and company affairs; Chapter 605 applies only where the agreement is silent (§605.0105(1)–(2)).
- Subsection (3) is the forbidden list: no eliminating the duties of loyalty or care, no excusing bad faith or knowing violations of law.
- An agreement may not unreasonably restrict a member's information rights or right to maintain an action.
- Fiduciary duties may be altered only if not manifestly unreasonable — judged as of when the term was adopted (§605.0105(4)–(5)).
- Death transfers are not on the forbidden list: an agreement may vest a member's interest in named people at death, outside the will.
How it plays out
In probate we read the operating agreement before the will. Blechman v. Estate of Blechman, 160 So. 3d 152 (Fla. 4th DCA 2015), enforced an agreement that vested a member's interest in his children at the moment of death — the interest never became a probate asset, and the will had nothing to reach. When an estate holds an LLC interest, the first question is not what the will says; it is what the members signed. Families are regularly surprised by which document wins.
Where this shows up
Pages on this site where § 605.0105 does real work:
Questions people ask
