This is a template for an operating agreement (member-managed, multiple member) (FL LLC) that is for use by a Florida limited liability company (LLC) that is member-managed with multiple members. This template includes practical guidance, drafting notes, alternate, and optional clauses. LLCs in Florida may be member-managed or manager-managed. This operating agreement provides for management by its members and is appropriate for LLCs that call for a more detailed contract among the members. The clauses regarding capital contributions, management, and distributions will help promote the orderly operation of the LLC. You should carefully draft and review the operating agreement with the client to ensure the terms are consistent with the client's understanding and intent. You should also consider consulting with the LLC's tax and/or accounting service providers to confirm the tax and accounting provisions are appropriate for the LLC. Note that on January 1, 2018, new rules passed in the Bipartisan Budget Act of 2015 (BBA) took effect governing IRS tax audits of partnerships and limited liability companies (and other entities) taxed as partnerships. This template takes into account these rules bringing significant changes to the assessment and collection of tax at the partnership level, calculating imputed underpayment, the introduction of a "partnership representative" or "tax member representative" that differs in certain critical ways from the former legislation's "tax matters partner," requirements to elect out of the new rules, and an election to push out imputed underpayments to the partners in an affected year. This template company agreement for an Florida LLC includes provisions that respond to the new legislation, by requiring, to the extent possible, the LLC both to elect out of the new audit rules (when eligible) and to push out the imputed underpayments to the members of the year that was audited. See Partnership Tax Audit Rules for detailed information on the partnership audit rules. For additional guidance, see Formation and Qualification (FL LLC) and Ownership Interests (FL LLC). To compare state laws on Operating Agreements, see the following topics in the Business Entities State Law Comparison Tool : Limited Liability Company: Formation and Qualification and Limited Liability Company: Management and Indemnification.