Florida LLC Titles: Members, Managers, and Officers

In a Florida LLC, titles fall into two groups: the ones the statute recognizes and the ones the owners make up. Only “Member” and “Manager” carry legal authority on their own under Chapter 605 of the Florida Revised Limited Liability Company Act. Titles like President, CEO, Vice President, Secretary, or Managing Director are perfectly legal to use, but they give the holder no inherent power to bind the company. Whatever authority those titles carry comes from the operating agreement, not the title itself.

That distinction decides who can sign a lease, open a bank account, or commit the company to a loan. Banks, vendors, and courts look past the business card to the LLC’s governing documents when they need to know whether someone actually had authority to act.

Member and Manager: The Only Statutory Titles

Every Florida LLC is either member-managed or manager-managed. If your formation documents are silent, the default is member-managed.¹

In a member-managed LLC, every owner has authority to run daily operations and sign contracts that bind the company. The title “Member” itself carries management power. Any member can create obligations the other members have to live with, which is why this structure fits best when all owners are actively involved.

In a manager-managed LLC, one or more designated managers handle operations and have the authority to bind the company. Members step into a passive, investor-like role and generally cannot act for the LLC. A manager does not have to be a member, so this structure also lets the LLC bring in outside professional management.²

Managers are chosen by consent of members holding more than 50 percent of the current profit interest, and the same majority can remove a manager at any time, without notice and without cause. A manager serves until a successor is chosen, or until the manager resigns, is removed, or dies. If a person is both a member and a manager, losing the manager role does not end their membership. The reverse is not true: a member-manager who dissociates as a member automatically loses the manager title.²

Where President, CEO, and Other Officer Titles Fit In

Florida LLCs regularly adopt corporate-style titles. President, CEO, Vice President, Treasurer, Secretary, CFO. These labels are familiar to banks and business partners, which makes them useful. But the Florida LLC Act does not recognize any of them. A person titled “President” has no more inherent legal authority than any other member or manager unless the operating agreement specifically grants it.

This gap catches people off guard. A vendor handed a contract signed by someone titled “CEO” may reasonably assume that person has authority, while the LLC’s internal documents say otherwise. The fix is to define each officer title in the operating agreement. Spell out what the role can do, what approvals it needs, and where its limits sit. A “President” with unlimited authority and a “President” who needs approval for purchases over $10,000 look identical from the outside; only the operating agreement draws the line.³

Florida law also lets a member-managed LLC’s operating agreement shift management responsibilities away from certain members and onto others. The result is a hybrid where some members run the business while others sit passive, even though the LLC is technically member-managed. That flexibility only works if the operating agreement documents it clearly.³

How Titles Play Out at the Bank and on Contracts

Banks rarely rely on a title alone. Most require a banking resolution, a formal document naming the individuals authorized to open accounts or sign checks, referencing the operating agreement as the source of that authority, and including specimen signatures. If the operating agreement says nothing about banking authority, or if the person on the resolution does not match the LLC’s statutory management structure, expect delays or refusal.

This is where corporate titles earn their keep. A well-drafted operating agreement that names the “Treasurer” or “CFO” as the authorized banking signer, backed by a resolution that references the role, moves things along.

Signature blocks matter too. Sign a contract in a way that does not clearly show you are acting for the LLC and a court can treat your signature as a personal guarantee. The safe format puts the LLC’s full legal name first, then “By:”, then your signature, printed name, and title:

Sunshine Ventures LLC
By: ___________________
Name: Jane Rodriguez
Title: Manager

Signing as just “Jane Rodriguez, Manager” without the company name above can read as describing who you are rather than the capacity in which you signed. Use the full legal name from the Articles of Organization, not a trade name or abbreviation.

Fiduciary Duties Follow the Real Role, Not the Label

The duties you owe the company depend on your statutory role, not your business card. Florida imposes duties of loyalty and care on managers in a manager-managed LLC and on members in a member-managed LLC. Passive members in a manager-managed structure generally do not carry these duties, which is one practical reason investors prefer that structure.⁴

The duty of loyalty requires you to account for company property and opportunities, avoid conflicts of interest, and refrain from competing with the business before dissolution. The duty of care requires the diligence a reasonably careful person would use in similar circumstances. Honest mistakes do not automatically create liability; reckless or uninformed decisions can. These duties can be modified by the operating agreement within limits, but not eliminated.⁴

Here is the practical result: holding the title “Vice President” while sitting as a passive member in a manager-managed LLC does not load you with fiduciary obligations. The statute looks at what you actually are, not what the business card says.

Information Rights Every Member Keeps

No title, or lack of one, strips a member of the right to see the books. In a member-managed LLC, any member can inspect financial records, the operating agreement, and other materials during regular business hours with reasonable notice. The company must also share information material to a member’s rights and duties. In a manager-managed LLC, the managers carry that same obligation.⁵

Members who feel shut out of financial information should know the statute is on their side, regardless of whether anyone has handed them a title.

Reporting Titles to Sunbiz

Florida’s annual report to the Division of Corporations collects the names and addresses of the LLC’s managers or authorized members, depending on the management structure. You can use the annual report filing to add, remove, or update those names and addresses.⁶

Note what the state does not ask about: officer titles. Sunbiz tracks the statutory roles, not internal titles like President or Secretary. Those live inside your operating agreement and nowhere else on the public record.

If the LLC needs to switch between member-managed and manager-managed, file Articles of Amendment with the Division of Corporations. The filing fee is $25. Update the operating agreement at the same time, and redefine the authority of anyone holding a corporate officer title. Their powers derive from the management framework that just changed.⁷

1
Florida Senate. Florida Code 605 – Selection and Terms of Managers in a Manager-Managed Limited Liability Company
2
Florida Legislature. Florida Statutes 605.04072 – Selection and Terms of Managers in a Manager-Managed Limited Liability Company
3
Florida Legislature. Florida Statutes 605.0105 – Operating Agreement
4
Florida Legislature. Florida Statutes 605.04091 – Standards of Conduct for Members and Managers
5
Florida Legislature. Florida Statutes 605.0410 – Right of Members, Managers, and Former Members to Information
6
Florida Department of State. File Annual Report – Division of Corporations
7
Florida Department of State. LLC Fees – Division of Corporations