Florida LLC Management Structures (Member- vs Manager-Managed)

2. Florida Legal Context

Under Chapter 605 of the Florida Statutes (Florida Revised LLC Act):

• LLCs must declare in their Articles of Organization whether they are member-managed or manager-managed.
• If left blank, Florida law defaults to member-managed.
• The LLC’s Operating Agreement should clearly define roles, voting rights, and authority to avoid confusion or internal disputes.

In either structure, managers and members owe fiduciary duties of loyalty and care to the LLC.

Key distinctions under Florida law:

• Member-managed = Each member has equal authority (unless stated otherwise in the Operating Agreement).
• Manager-managed = Only designated managers can bind the LLC or make executive decisions.

3. Real-World Application

• A Tampa-based graphic design firm with two owners opts for a member-managed LLC, since both want to be actively involved.
• A Miami real estate investment group chooses a manager-managed LLC so that a professional property manager can run the day-to-day operations on behalf of multiple passive investors.
• A solo entrepreneur in Jacksonville forms a member-managed LLC to retain full control without outside interference.

Your management structure can affect everything from daily decisions to liability and taxes.

4. Why It Matters for Business Owners

Your choice of management structure directly impacts who has authority and how the business operates.

Why it matters:

• Control: Member-managed LLCs give all owners a say. Manager-managed structures allow centralized control—helpful for investors or silent partners.
• Simplicity vs Scalability: Member-managed LLCs are often simpler for small businesses. Manager-managed LLCs are ideal for larger or multi-owner ventures.
• Legal Clarity: Declaring the wrong structure—or failing to document it—can lead to costly internal disputes or unauthorized actions.
• External Confidence: Banks, vendors, and partners want to know who is legally authorized to sign contracts or make decisions.

Common mistakes:

• Failing to specify the management structure on Sunbiz filings
• Not defining manager authority in the Operating Agreement
• Assuming members can act independently in a manager-managed LLC (they can’t)

5. Real-World Florida Examples

• A Fort Lauderdale e-commerce company avoids liability when a non-manager member signs a contract—because their manager-managed structure made it clear that member lacked authority.
• A Naples boutique gym faces disputes when one owner takes out a loan without agreement from the others—because their member-managed LLC didn’t clarify decision-making thresholds.
• A St. Petersburg consulting firm uses a manager-managed structure to allow their hired CEO to run the company while the founders focus on other ventures.

6. How Our Law Firm Can Help

At Black Rock Trial Lawyers, we make sure your LLC structure fits your business vision—and protects your interests.

We provide:

• Strategic guidance on whether member-managed or manager-managed is best for your needs
• Customized Operating Agreements that define clear roles, powers, and decision-making rules
• Filing your Articles of Organization accurately with the proper management designation
• Legal protection strategies to avoid unauthorized contracts, disputes, or liability
• Ongoing legal support as your business grows or your structure changes

Whether you’re running a solo venture or leading a multi-member enterprise, we help you build it the right way—starting at the foundation.

7. FAQs (Frequently Asked Questions)

Q: What’s the difference between member-managed and manager-managed in Florida?
A: In a member-managed LLC, all owners run the business. In a manager-managed LLC, only appointed managers have authority to act on behalf of the company.

Q: Can a Florida LLC have both members and managers?
A: Yes. In a manager-managed LLC, managers handle operations while members retain ownership rights. The two roles can be filled by the same or different people.

Q: How do I choose the right structure?
A: It depends on your size, complexity, and how active your members want to be. We can help you decide based on your business goals.

Q: Can I change my LLC’s management structure later?
A: Yes, but it requires amending your Articles of Organization and updating your Operating Agreement.

Q: What happens if I don’t pick a structure?
A: Florida law will default your LLC to member-managed, which may not reflect your intended setup or protect your business properly.

8. How to Retain Our Law Firm

We offer multiple access points tailored to your needs:

• Flat-Fee Retainers: Set pricing based on project scope (quoted after your consultation)
• 1-Hour Strategy Consultations: A high-impact session to assess your issues, answer questions, and develop a legal roadmap. Pricing starts at $500.00.
• 3-Hour Master Strategy Sessions: A deep dive analysis with detailed, actionable solutions tailored to your business challenges
• Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program (Read below)

All services are available in-person, by phone, or virtually.

9. Flagship Product: BELAW – Business + Entrepreneurship Law Advisor Program

Our flagship service is the BELAW Membership – Business & Entrepreneurship Law Advisor Program. This is an exclusive, members-only, 12-month ON-DEMAND legal and business support program at a predictable flat monthly fee, tailored to each business client—regardless of company size.

BELAW is open to business owners, entrepreneurs, for-profit companies, non-profits, and foreign investors. Our members range from startups and nonprofits to established businesses.

At the core of BELAW is our P.O.N.C.E. methodology, developed by Attorney Gil Sanchez, to help businesses not just stay protected—but grow strategically.

What you get with BELAW:

• On demand strategic legal consultations with Attorney Gil Sanchez
• Document review and compliance audits
• Guidance on contracts, leasing, employment, and liability
• Drafting Collection Notices, Cease & Desist Letters and Confidentiality Agreements
• Proactive legal support to mitigate lawsuits and reduce risk exposure
• Strategic input on revenue-generating decisions like expansion, licensing, and joint ventures
• Entrepreneur coaching and a growing library of business education resources
• Litigation retainer and hourly rate discounts

We’re available when you need us—on demand, without hourly billing.

We make it easy to get started:

• Call or text us at (813) 254-1777
• Or fill out the secure contact form below

A member of our team will respond promptly to schedule your consultation.

10. How to Contact Our Law Firm to Retain

We make it easy for you to retain us:

• Call or text: (813) 254-1777
• Email: info@blackrocklaw.com
• Or submit your request using the form below

Our team will promptly follow up to confirm availability and next steps.

11. Who You Are Hiring

When you hire our firm, you’re not just hiring a lawyer — you’re securing the insight, grit, and expertise of Attorney Gil Sanchez.

A proud double Gator, Gil earned both his undergraduate and law degrees from the University of Florida — one of the top public universities in the country. Since 2004, he has built a reputation as a formidable business and trial attorney, successfully trying cases before juries in both Florida state and federal courts.

Gil’s legal practice is deeply informed by real-life experience. He launched his first business at age 13 and has continued to build, lead, and advise companies ever since. He’s a licensed business broker (since 2007), an adjunct professor of entrepreneurship at St. Petersburg College, and a trusted advisor to entrepreneurs, professionals, and business owners across Florida.

He’s also an inventor, author, and public speaker — holding a U.S. utility patent and federal trademark. His invention was featured in TIME Magazine’s Best Inventions of 2023, and his legal insights have appeared on CNN, ABC’s 20/20, and other national platforms. Raised by Colombian parents in West Virginia and fluent in Spanish, Gil brings cultural fluency, resilience, and a fighter’s mindset to every client matter.

Above all, Gil is a devoted family man — happily married and the proud father of three beautiful children. His commitment to family shapes the way he practices law: with empathy, integrity, and a relentless drive to protect what matters most.

At Black Rock Trial Lawyers, you’re not just getting a legal technician — you’re hiring a battle-tested strategist who understands both the courtroom and the real world. That’s who’s fighting for you.

12. The Law Firm’s Geographical Reach

We proudly represent businesses across all counties in Florida. With the power of virtual consultations, online filings, and remote court access, we can support your legal needs anywhere in Florida—without compromising service quality.

Our main office is in South Tampa, Florida, with a satellite office in South Florida – Miramar, Florida.

From Miami to Jacksonville, Pensacola to Key West—Black Rock Trial Lawyers is here to help Florida businesses thrive.

13. Disclaimer

The information provided on this website is for general informational purposes only and is not intended to be, nor should it be construed as, legal advice. Every individual and business matter involves unique facts and circumstances that must be carefully evaluated. Additionally, Florida laws, including statutes and case law, are subject to frequent changes, and the information presented here may not reflect the most current legal developments. For a formal legal opinion or advice specific to your situation, you must consult directly with an attorney at our firm. No attorney-client relationship is formed by viewing this site or by contacting our office through this website.