A company agreement is a contract between the members of an LLC that regulates the operation of the company in a manner tailored to the needs of the members. In accordance with Florida Statute Section 605.0105 (1), a company agreement regulates: Remember that these company agreements are a reference and should be verified by a lawyer. In addition, the definition of a company agreement under Florida law includes written, oral, and implied agreements. In order to avoid future conflicts over the existence of implicit agreements and what they say, the written company agreement should include an integration clause. An integration clause stipulates that the company agreement, as written, contains the entire agreement between the members and can only be amended in writing. The Florida Revised Limited Liability Company Act refers to the LLC Corporate Agreement. With limited exceptions (see below), Florida law is only relevant if the company agreement does not cover a case3. The Florida Revised Limited Liability Company Act only provides for recurrence provisions in the event that the owners do not plan by the company agreement. This broad language delegates most LLC transactions to the corporate agreement. As described in our article on LLC Enterprise Agreements, every LLC needs a corporate agreement to provide this internal structure. A typical company agreement identifies LLC`s name and the address of its principal and registered office.
It should indicate the internal procedures of LLCs and the rights and obligations of members between them and the company. Since florida law assumes that all LLCs are managed by members, that is, members manage day-to-day affairs, the company agreement should specify that an officer or board of directors will assume business functions when this is the case. A company agreement should also indicate the purpose of the business and whether the company intends to be taxed as a partnership or as a limited liability company. In addition, the company agreement should describe the procedure for admitting new members and what happens when a member decides to leave the LLC. Once the document has been finalized and all aspects of the agreement have been agreed, copies must be made available to all contributors for preservation. No matter what type of Florida LLC you start, you should create a company agreement…