For decades, Chapter 608, Florida Statutes — the Florida Limited Liability Company Act, in effect since 1982 — allowed a Florida LLC to be structured as “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Effective January 1, 2015, Chapter 608 was repealed, and the Florida Revised Limited Liability Company Act, Chapter 605, Florida Statutes, became the sole statute governing all Florida LLCs. (Chapter 605 applied to LLCs formed on or after January 1, 2014, and to every existing Florida LLC as of January 1, 2015.)
Under the current law, an LLC is member-managed by default. It 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). The Act intentionally eliminated the “managing member” designation, so that label alone no longer implies any particular management structure. See Fla. Stat. § 605.0102.
Because these changes have now been in effect for over a decade, every Florida LLC should confirm that its operating agreement reflects the management structure the owners intend. This is especially important for LLCs formed under the old Chapter 608 — particularly those that operated through a “managing member” or intended to be manager-managed — which should amend their operating agreement to include a specific, express grant of managerial authority consistent with Fla. Stat. § 605.0407.