Florida LLC law has been governed since January 1, 2015 by the Florida Revised Limited Liability Company Act, codified at Chapter 605, Florida Statutes. More than a decade later, the switch from the old Chapter 608 still catches business owners off guard — especially those who formed their company under the pre-2014 regime and never revisited their operating agreement. This 2026 refresher covers the rules that most often trip up Florida LLC members, managers, and lenders reviewing organizational documents under current Florida LLC law.
From Chapter 608 to Chapter 605: A Brief History
For decades, Chapter 608, Florida Statutes — the original Florida Limited Liability Company Act, in effect since 1982 — allowed a Florida LLC to be organized as either “manager-managed” or “member-managed.” A manager, who did not have to be a member, could act on behalf of and bind the LLC, while members could have limited or no managerial authority. Chapter 608 also recognized the concept of a “managing member.”
Effective January 1, 2015, Chapter 608 was repealed and Chapter 605 became the sole statute governing every Florida LLC. Chapter 605 first applied to LLCs formed on or after January 1, 2014, and swept in every existing Florida LLC on January 1, 2015. The Legislature has since made targeted amendments — most recently in Chapter 2024-265 and Chapter 2025-162 — refining filing procedures, records provisions, and cross-references, but the core management framework described below has remained unchanged, and the following four rules are the essentials of Florida LLC law for 2026.
The Member-Managed Default
The single most important change under current Florida LLC law is the default management structure the statute assigns to every company. Under Fla. Stat. § 605.0407(1), a Florida LLC is member-managed by default. That default now applies to every LLC on the books, including those originally organized under Chapter 608 that never updated their governing documents.
In a member-managed LLC, “the management and conduct of the company are vested in the members, except as expressly provided in this chapter.” Fla. Stat. § 605.0407(2). Each member has agency authority to bind the company in the ordinary course of business unless the operating agreement narrows that authority and third parties are on notice of the limitation. This is the baseline every practitioner should assume before opening the file, because in the absence of any manager designation, Florida LLC law places control in the members’ hands.
How to Elect a Manager-Managed Structure Under Florida LLC Law
An LLC is manager-managed only if its operating agreement or articles of organization expressly provide that the company is or will be manager-managed, is or will be managed by managers, or that management is or will be vested in managers. See Fla. Stat. § 605.0407(1). Silence, ambiguity, or informal titles will not do the job. Because the election is a matter of express words, the safest practice is to include a single, clearly labeled provision — for example, “The Company is a manager-managed limited liability company, and management is vested in one or more Managers” — and to identify each manager by name in the same document.
Once the election is made, the manager has exclusive decision-making authority over company activities and affairs “except as expressly provided in this chapter.” Fla. Stat. § 605.0407(3). Members in a manager-managed LLC lose statutory agency authority to bind the company, which is one of the practical reasons lenders and title companies scrutinize the operating agreement before closing under Florida LLC law.
Why “Managing Member” Is No Longer a Magic Word
Chapter 605 deliberately eliminated the “managing member” designation used under Chapter 608. Under the definitions in Fla. Stat. § 605.0102, the label “managing member” — standing alone — no longer implies any particular management structure. Merely calling someone a “managing member” in an operating agreement, in the articles of organization, or on the Division of Corporations’ Sunbiz filings does not convert an LLC into a manager-managed company and does not, without more, give that individual manager-level authority under the statute.
This is a common trap for LLCs formed under the old Chapter 608 whose operating agreements still track that pre-2015 vocabulary. Under current Florida LLC law, if the intent is manager-managed, the operating agreement must say so in the express words the statute requires — and the outdated title of “managing member” carries no independent statutory weight.
What Every Florida LLC Should Do in 2026
Because these changes have now been in effect for more than a decade, every Florida LLC should confirm that its operating agreement matches the management structure the owners actually intend. Members should review their operating agreement, articles of organization, and Sunbiz record together to confirm three points: (1) whether the company is member-managed or manager-managed under the current statute; (2) whether the agreement contains the express manager-management language required by § 605.0407(1) if a manager structure is desired; and (3) whether obsolete “managing member” terminology needs to be cleaned up.
LLCs originally formed under Chapter 608 — particularly those that operated through a “managing member” or intended to be manager-managed — should amend their operating agreement to include a specific, express grant of managerial authority consistent with Fla. Stat. § 605.0407. If you are unsure how current Florida LLC law applies to your company, contact Cox Law, PLLC to review your governing documents and put a compliant management provision in place. A short review now — anchored in the four essential rules of 2026 Florida LLC law described above — is far cheaper than litigating authority disputes later.