# Fla. Stat. § 605.0106: 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement > Florida · Statutes · In force URL: https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0106 ## Section - **Citation:** Fla. Stat. § 605.0106 - **Heading:** 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement - **Jurisdiction:** Florida - **Kind:** Statutes - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** Florida Code / Title XXXVI / Chapter 605 / Section 605.0106 ## Text (1) A limited liability company is bound by and may enforce the operating agreement, regardless of whether the company has itself manifested assent to the operating agreement. (2) A person who becomes a member of a limited liability company is deemed to assent to, is bound by, and may enforce the operating agreement, regardless of whether the member executes the operating agreement. (3) Two or more persons who intend to become the initial members of a limited liability company may make an agreement providing that, upon the formation of the company, the agreement will become the operating agreement. One person who intends to become the initial member of a limited liability company may assent to terms that will become the operating agreement upon formation of the company. (4) A manager of a limited liability company or a transferee is bound by the operating agreement, regardless of whether the manager or transferee has agreed to the operating agreement. (5) An operating agreement of a limited liability company that has only one member is not unenforceable simply because there is only one person who is a party to the operating agreement. (6) Except as provided in s. 605.0403(1), an operating agreement is not subject to a statute of frauds. (7) An operating agreement may provide rights to a person, including a person who is not a party to the operating agreement, to the extent provided in the operating agreement. (8) A written operating agreement or other record: (a) May provide that a person be admitted as a member of a limited liability company, become a transferee of a limited liability company interest, or have other rights or powers of a member to the extent assigned: 1. If the person or a representative authorized by that person orally, in writing, or by other action such as payment for a limited liability company interest, executes the operating agreement or another record evidencing the intent of the person to become a member or transferee; or 2. Without the execution of the operating agreement, if the person or a representative authorized by the person orally, in writing, or by other action such as payment for a limited liability company interest complies with the conditions for becoming a member or transferee as provided in the operating agreement or another record; and (b) Is not unenforceable by reason of its not being signed by a person being admitted as a member or becoming a transferee as provided in paragraph (a), or by reason of its being signed by a representative as provided in this chapter. History: s. 2, ch. 2013-180. ## Nearby sections - [Fla. Stat. § 605.0101 605.0101 Short title.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0101.md) - [Fla. Stat. § 605.0102 605.0102 Definitions.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0102.md) - [Fla. Stat. § 605.0103 605.0103 Knowledge; notice.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0103.md) - [Fla. Stat. § 605.0104 605.0104 Governing law.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0104.md) - [Fla. Stat. § 605.0105 605.0105 Operating agreement; scope, function, and limitations.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0105.md) - [Fla. Stat. § 605.0106 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0106.md) - [Fla. Stat. § 605.0107 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0107.md) - [Fla. Stat. § 605.0108 605.0108 Nature, purpose, and duration of limited liability company.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0108.md) - [Fla. Stat. § 605.0109 605.0109 Powers.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0109.md) - [Fla. Stat. § 605.0110 605.0110 Limited liability company property.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0110.md) - [Fla. Stat. § 605.0111 605.0111 Rules of construction and supplemental principles of law.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0111.md) - [Fla. Stat. § 605.0112 605.0112 Name.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0112.md) - [Fla. Stat. § 605.0113 605.0113 Registered agent.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0113.md) - [Fla. Stat. § 605.0114 605.0114 Change of registered agent or registered office.](https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0114.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_FL_TXXXVI_C605_S605.0106. Check the current official text before relying on it. Not legal advice.