Florida Statute 605.0105
“Operating agreement; scope, function, and limitations”
What it means
Under § 605.0105, the operating agreement governs relations among the members and between the members and the company, the rights and duties of managers, the company's activities and affairs, and how the agreement is amended. Where the agreement does not provide for one of those matters, Chapter 605 governs it.
Subsection (3) lists what an operating agreement may not do. Among other things, it may not eliminate the duty of loyalty or the duty of care, eliminate the obligation of good faith and fair dealing, relieve a person of liability for bad faith, willful or intentional misconduct, or a knowing violation of law, or unreasonably restrict the duties and rights stated in s. 605.0410.
Subsection (4)(c) allows some changes. If a term is not manifestly unreasonable, the agreement may alter or eliminate aspects of the duty of loyalty, alter the duty of care (but not authorize willful or intentional misconduct or a knowing violation of law), or alter or eliminate any other fiduciary duty. A court decides that question as a matter of law, as of the time the term became part of the agreement (subsection (5)).
- The operating agreement governs member relations, manager rights and duties, company affairs, and how the agreement is amended (§ 605.0105(1)).
- Chapter 605 governs a matter only to the extent the operating agreement does not provide for it (§ 605.0105(2)).
- An agreement may not eliminate the duty of loyalty or the duty of care, except as subsection (4) provides (§ 605.0105(3)(e)).
- An agreement may not relieve anyone of liability for bad faith, willful or intentional misconduct, or a knowing violation of law (§ 605.0105(3)(g)).
- Alteration of the duty of loyalty, the duty of care, or any other fiduciary duty under (4)(c) requires that the term be not manifestly unreasonable (§ 605.0105(4)(c)).
- A court decides that question as a matter of law, measured as of the time the term became part of the agreement (§ 605.0105(5)(a)).
Text of the statute (2026)
(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement.
(2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.
(e) Eliminate the duty of loyalty or the duty of care under s. 605.04091, except as otherwise provided in subsection (4). (f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable. (g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. (h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use.
(c) If not manifestly unreasonable, the operating agreement may: 1. Alter or eliminate the aspects of the duty of loyalty under s. 605.04091(2); 2. Identify specific types or categories of activities that do not violate the duty of loyalty; 3. Alter the duty of care, but may not authorize willful or intentional misconduct or a knowing violation of law; and 4. Alter or eliminate any other fiduciary duty.
(5) The court shall decide as a matter of law whether a term of an operating agreement is manifestly unreasonable under paragraph (3)(f) or paragraph (4)(c). The court: (a) Shall make its determination as of the time the challenged term became part of the operating agreement and shall consider only circumstances existing at that time; and (b) May invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that: 1. The objective of the term is unreasonable; or 2. The term is an unreasonable means to achieve the provision’s objective.
Excerpts are the subsections the summary relies on. Read the full official text of § 605.0105.
History. s. 2, ch. 2013-180; s. 2, ch. 2015-148; s. 235, ch. 2019-90.
How it applies
Section 605.0105 determines which source answers a question about a limited liability company: the operating agreement first, then Chapter 605 for matters the agreement does not address, subject to the limits in subsection (3). A person reviewing a company's affairs, including one acting for an estate that holds a membership interest, reads the operating agreement to see what it provides, then checks any term that alters a duty against subsections (3) and (4). This section does not itself state what happens to a membership interest at a member's death.
Where this shows up
Pages on this site where § 605.0105 does real work:
Questions people ask
Sources
- Florida Statutes (2026), section 605.0105 (Subsections (1)-(2): "the operating agreement governs the following"; (3)(e)-(g): limits on eliminating duties; (4)-(5): "manifestly unreasonable" standard.)
Last checked: October 17, 2026
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