This operating agreement template is for use by a Florida limited liability company (LLC) that is manager-managed with a single member and formed pursuant to the Florida Revised Limited Liability Act (the "Act"). This template includes practical guidance, drafting notes, and an alternate clause. Other than provisions that cannot be waived or modified (Fla. Stat. Ann. § 605.0105), under the Act, a member or members of a Florida LLC are permitted to enter into an operating agreement regulating the affairs of the LLC and, as applicable, governing the relationship among the members, managers, and the LLC itself, even if any of such terms conflict with or are different from the provisions of the Act. Florida is a default state, meaning that the provisions of the Act apply when (1) there is no operating agreement, (2) the operating agreement is silent on a point, or (3) the operating agreement purports to modify or waive particular provisions that, by the strict terms of the Act, cannot be modified or waived. The single member in this operating agreement appoints the managers who manage the LLC's affairs. Because the LLC has only one member, issues relating to voting, a tax matters member/partnership representative, and transfers are less prominent in this operating agreement than they would be in an operating agreement for a multiple-member entity. If an additional member or members are admitted, an amended and restated operating agreement should be prepared that addresses the issues that arise in a multiple-member LLC. For a detailed checklist presenting key issues for consideration when drafting an operating agreement for a Florida LLC, see Operating Agreement Checklist (FL LLC). For more general information relating to LLCs under the laws of Florida, see Formation and Qualification (FL LLC).