This template is an operating agreement for a Florida limited liability company (LLC) that is manager-managed with multiple members. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Florida law does not require that an LLC adopt a written operating agreement, however written operating agreements are strongly recommended, particularly for multi-member LLCs. Statutory default provisions concerning the operation of an LLC will apply in many cases unless an operating agreement provides otherwise. Counsel should note that great latitude is afforded to limited liability companies in terms of economic, voting and tax matters and, accordingly, careful consideration should be given to the particular needs of a given enterprise. Consultation with tax counsel is advised in connection with the negotiation and terms of an operating agreement. This template has been updated as needed to reflect the revised Internal Revenue Code provisions governing IRS tax audits of partnerships and other entities taxed as partnerships; these rules were passed in the Bipartisan Budget Act of 2015 and took effect on January 1, 2018. For further information, see Partnership Tax Audit Rules. See also Partnership and Other Pass-Through Entities Taxation and Partnership Tax Audit Clauses (Bipartisan Budget Act of 2015). For more information on Florida limited liability companies, 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. For a full listing of related Florida LLC content, including content relating to formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (FL).