Free Guide · Florida Business & Asset Protection
The Florida LLC Management Audit
Who can sign for your company?
You chose your LLC's management structure once, on a form, probably in about four seconds. That choice decides who can sign your company into a contract — and who can sign away its real estate.
Fla. Stat. § 605.0407(1) makes a Florida LLC member-managed unless the articles or the operating agreement expressly say otherwise. So most companies are member-managed by default rather than by decision. And the title everyone uses — managing member — does not by itself change any of it.
Most owners have never read their own management clause. It is the one that decides who holds the keys.
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Get The Florida LLC Management Audit
Fifteen questions and a three-structure comparison that tell you, in about ten minutes, who can actually bind your company. Enter your details and the audit is sent straight to your inbox.
One company, three structures
Structure one
Member-managed
The statutory default. Every member is an agent whose ordinary-course act binds the company.
Structure two
Manager-managed
Reached only by express designation in the articles or operating agreement — not by a title.
Structure three
Manager is a trust or entity
Keeps a human name off the state's searchable database. A privacy result, not a liability shield.
What is inside the audit
- A 15-question scored diagnostic. Two sections, each question tied to the section of chapter 605 that governs it.
- The three-structure comparison. Five questions read across all three columns — including the one row that does not move at all.
- Your Exposure Rating. Three bands, with what to bring and what to fix first.
- A plain-English glossary. Words of similar import, agency and the ordinary course test, statements of authority, the annual report line, manager trusts, and charging orders.
Three of the fifteen questions
- Does your operating agreement or articles call someone a “managing member” without separately stating that the company is manager-managed?
- Does your LLC hold Florida real property while more than one person holds a membership interest?
- Have you admitted an investor, lender, or family member as a member without amending the management structure first?
The other twelve cover the exact sentence that would make your company manager-managed, who currently holds a membership interest, the statement of authority most owners have never filed, why filing alone does not reach real estate, the five-year lapse nobody calendars, what your most recent annual report actually says about authority, and the single-member question that has nothing to do with management at all. Download the audit to work through all fifteen.
Who this is for
Florida business owners and real estate investors who have never read their own management clause; anyone whose operating agreement names a managing member and stops there; partners who hold Florida real property through an LLC together; owners who added an investor or a family member as a member without amending anything; single-member owners who have not looked at § 605.0503; and anyone who wants a human name kept off the state's searchable database.
Frequently asked questions
My operating agreement names a managing member. Isn't my LLC manager-managed?
Not by itself. Fla. Stat. § 605.0407(1)(b) provides that unless the context in which the expression is used otherwise requires, “managing member” and “managing members” do not, in and of themselves, constitute words of similar import for designating manager-management. The title is doing no work, and the company sits in the § 605.0407(1) default.
Who can sign a deed for an LLC that owns Florida real property?
Under Fla. Stat. § 605.04074(3), absent a certified statement of authority recorded in the real estate records, a member of a member-managed company may sign an instrument transferring or affecting the company's interest in real property, and it is conclusive in favor of a person who gives value without knowledge of the lack of authority. Converting to manager-managed moves that power rather than removing it.
Does switching to manager-managed improve my charging order protection?
No. Fla. Stat. § 605.0503 turns on how many members the company has, not on who manages it. Subsection (6) bars foreclosure where there is more than one member; subsections (4) and (5) permit a foreclosure sale against a single-member LLC on the required showing. Management structure does not move that row.
Free Download
The Florida LLC Management Audit
Fifteen questions, the three-structure comparison, and an Exposure Rating — so you know who can sign before someone does.
Download the AuditComplimentary Discovery Call
Not Sure Where to Get Started?
Book a free 15-minute Discovery Call with our Legal Solutions Coordinators. Bring the articles of organization, the operating agreement with every amendment, your most recent annual report, and the deed for any property the company owns. Prefer the phone? Call 844-842-2774.
Book a Free Discovery CallThis page and the guide it offers are for educational purposes only and do not constitute legal or tax advice. Reading or downloading it does not create an attorney-client relationship; no such relationship exists until a written engagement agreement is signed by both you and the firm. Joseph E. Seagle is licensed to practice law in Florida only, and nothing here is offered as, or should be relied on as, legal advice in or about the law of any other jurisdiction. If your company was formed outside Florida, or holds property outside Florida, consult counsel licensed where it sits. The authority discussed here is Florida law — chapter 605, the Florida Revised Limited Liability Company Act, and specifically Fla. Stat. § 605.0407, § 605.04074, § 605.0301, § 605.0302, § 605.0212 and § 605.0503 — and the default management rules, agency provisions and charging-order protections of other states differ materially from Florida's. Whether your particular articles or operating agreement contain an express manager-managed designation or words of similar import, whether the context in which a term is used otherwise requires a different reading under § 605.0407(1)(b), who currently holds a membership interest, what a court would find on apparent authority in any particular dealing, and what is actually on file with the Department of State or recorded in the county real estate records are all fact and construction questions this guide cannot evaluate. Fiduciary duties, voting, information rights, distributions, dissociation and dissolution are governed by other parts of chapter 605 and are outside this guide, as are veil-piercing and the tax classification of any structure. Tax points, where mentioned, are stated generally and are not advice on your return; discuss them with your CPA. Nothing here is a prediction about any particular matter, and no client names, matters or facts appear anywhere in it. A diagnostic checklist is not a substitute for having counsel review your actual articles, operating agreement, annual report and recorded filings. Consult a licensed Florida attorney about your specific situation.