Business Law in Florida: LLC Formation, Operating Agreements and Noncompetes
Forming a Florida LLC takes one filing with the Division of Corporations. The legal work is what follows: keeping the company in good standing, writing the agreement that decides who controls it, and deciding what restrictions your people and partners will sign.
Jake Blanchard and Jacob M. Stern, both admitted to The Florida Bar, advise Florida owners from our Clearwater office on entity choice, governance and commercial agreements.
How a Florida company is formed, kept alive and governed
A Florida LLC exists once articles of organization are filed under s. 605.0201. The state fee is $100, plus $25 to designate a registered agent. The obligation people miss comes later: an annual report between January 1 and May 1 each year (s. 605.0212). The fee is $138.75, or $538.75 if filed after May 1. A company that has not filed cannot maintain or defend a lawsuit until it does, and the state may administratively dissolve it on the fourth Friday in September (s. 605.0714).
Florida does not require a written operating agreement. The statute defines one as an agreement that may be oral, implied, in a record, or any combination (s. 605.0102), and where it is silent the statute fills the gap (s. 605.0105). Some terms cannot be contracted away: the duties of loyalty and care, the grounds for judicial dissolution, and reasonable member access to company records. A deadlock sale provision, though, is honored in place of court-ordered dissolution (s. 605.0702(2)), so draft one before you need it.
Restrictive covenants are enforceable by statute here. Section 542.335 allows them when reasonable in time, area and line of business and supported by a legitimate business interest, and a violation creates a presumption of irreparable injury. The 2025 CHOICE Act adds a second route (ss. 542.43, 542.45): for employees earning more than twice the county's annual mean wage, a noncompete of up to 4 years is enforceable if, among other conditions, the employee was advised in writing of the right to counsel, given the agreement 7 days before the offer expired, and acknowledged in writing receiving confidential information or customer relationships, and the court must grant a preliminary injunction. Health care practitioners are excluded.
Entity Formation and Registration
Florida LLCs and corporations, registered agent designation, fictitious name registration under s. 865.09, and certificates of authority for out-of-state companies entering Florida.
Operating Agreements and Buy-Sell Terms
Management, transfer, deadlock and exit provisions written around the limits in s. 605.0105.
Noncompetes and Confidentiality
Drafting and reviewing covenants under s. 542.335 and the CHOICE Act, for employers and for employees weighing what they are signing.
Good-Standing Compliance
An annual report calendar and registered agent maintenance, so a missed May 1 never becomes a dissolution.
Do I need an operating agreement for a Florida LLC?
Not by statute, but you have one either way. Florida defines an operating agreement to include oral and implied agreements, and the statute fills any gap. A written agreement lets you choose the rules for control, transfers and deadlock instead of accepting the default.
What does it cost to form and maintain a Florida LLC?
The state charges $100 to file articles of organization and $25 for the registered agent designation. The annual report costs $138.75 if filed between January 1 and May 1, and $538.75 after that. Registered agent service from a commercial agent is separate.
Are noncompete agreements enforceable in Florida?
Often, yes. Section 542.335 requires a signed writing, a legitimate business interest and a reasonable restraint. Higher-paid employees can also be bound under the CHOICE Act, with a mandatory preliminary injunction. Under s. 542.335 the court may award fees to the prevailing party whether the suit enforces or challenges the covenant.
Does my out-of-state company need to register in Florida?
A foreign LLC may not transact business in Florida until it obtains a certificate of authority (s. 605.0902). Whether your activities amount to transacting business depends on the facts, and we review them before you start.
Facing a business law question in Florida?
The first consultation is confidential, and we respond within one business day. Tell us about the company you are forming or the agreement in front of you.