In a Florida LLC, the only titles that carry legal authority on their own are “Member” and “Manager.” Every other title a Florida LLC uses, whether President, CEO, Vice President, Treasurer, or Managing Director, is optional and means only what the operating agreement says it means. Chapter 605 of the Florida Revised Limited Liability Company Act recognizes members and managers as the people who can bind the company. Anything else is a business-card label until the governing documents give it substance.
That distinction matters because banks, vendors, and courts look past the title on the signature line to the LLC’s actual governing documents when they need to know whether someone had the authority to act.
Member Versus Manager: The Two Titles That Matter
Every Florida LLC is either member-managed or manager-managed. If the formation documents don’t say, the default is member-managed.1Florida Senate. Florida Code 605 – Selection and Terms of Managers in a Manager-Managed Limited Liability Company
In a member-managed LLC, every owner shares the authority to run daily operations and sign contracts that bind the company. The title “Member” itself carries management power. This works well for small businesses where all owners are active, but it also means any one member can create obligations the others have to live with.
In a manager-managed LLC, one or more designated managers handle operational decisions. Members drop into a passive, investor-like role and generally cannot bind the company. A manager doesn’t have to be a member, so an LLC can hire outside professional management and give that person the “Manager” title.2Florida Legislature. Florida Statutes 605.04072 – Selection and Terms of Managers in a Manager-Managed Limited Liability Company
Managers are chosen by members holding more than 50 percent of the current profit interest. 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 someone is both a member and a manager, being removed from the manager role does not end their membership. But if they dissociate as a member, they automatically lose the manager title too.2Florida Legislature. Florida Statutes 605.04072 – Selection and Terms of Managers in a Manager-Managed Limited Liability Company
President, CEO, and Other Corporate Titles
Florida LLCs routinely adopt titles borrowed from the corporate world: President, CEO, Vice President, Secretary, Treasurer, CFO. Those titles are familiar to banks, vendors, and business partners, which makes them useful in daily operations. But the Florida LLC Act does not recognize them as statutory designations. A person holding the title “President” has no more inherent legal authority than any other member or manager unless the operating agreement specifically grants it.
This trips people up. A third party who sees a contract signed by a “CEO” may reasonably assume that person has authority to sign, while the LLC’s internal documents may say something different. The safest approach is to make sure the operating agreement explicitly defines what each officer title can and cannot do, and to keep those definitions consistent with the person’s actual role.
Florida law also lets a member-managed LLC use its operating agreement to shift management responsibility away from some members and onto others. The result is a hybrid: some members run the business while others sit passive, even though the LLC is technically member-managed. That flexibility works only when the operating agreement documents it clearly.3Florida Legislature. Florida Statutes 605.0105 – Operating Agreement
Where Real Authority Comes From
The operating agreement is the single most important document for deciding who can do what inside a Florida LLC. It should spell out which individuals, whether members, managers, or officers, have the power to sign contracts, take out loans, buy or sell property, and make hiring decisions. If the operating agreement doesn’t grant a specific power, the person generally lacks the authority to act on the LLC’s behalf.
For LLCs that use corporate-style titles, the operating agreement needs to define the scope of each role. A “President” with unlimited authority and a “President” who needs board approval for purchases over $10,000 look identical from the outside. Only the operating agreement draws the line. Without one, or with a vague one, the LLC falls back on the default rules of Chapter 605, which may not match what the owners actually intended.3Florida Legislature. Florida Statutes 605.0105 – Operating Agreement
Banking Authority
Banks want more than a title before they let someone open accounts or sign checks for an LLC. Most ask for a banking resolution, a formal document confirming that specific individuals are authorized to handle banking matters. The resolution references the operating agreement as the source of that authority and lists the names, titles, and specimen signatures of each authorized person.
If your operating agreement is silent on banking authority, or if the person named on the resolution doesn’t line up with the LLC’s statutory management structure, expect delays or a flat refusal. This is where corporate officer titles actually pull their weight. A well-drafted operating agreement that names the “Treasurer” or “CFO” as the authorized banking signer, backed by a resolution referencing that role, moves things along.
Signing Contracts Under Your Title
How you format your signature block on a contract matters more than most people realize. If you sign in a way that doesn’t clearly show you’re acting on behalf of the LLC, a court may treat the signature as a personal guarantee. The safest format puts the LLC’s full legal name first, then “By:” and your signature, then your printed name and title underneath. For example:
Sunshine Ventures LLC
By: ___________________
Name: Jane Rodriguez
Title: Manager
Signing as just “Jane Rodriguez, Manager” without the company name prominently placed above can be read as merely describing who you are rather than limiting the capacity in which you signed. Always use the LLC’s full legal name as it appears in the Articles of Organization, not a trade name or an abbreviation.
The Fiduciary Duties Attached to Each Role
Your management title decides which fiduciary duties you owe. 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 don’t carry these obligations, which is one practical reason investors prefer that structure.4Florida Legislature. Florida Statutes 605.04091 – Standards of Conduct for Members and Managers
The duty of loyalty requires you to account to the LLC for any profit derived from company business, property, or a business opportunity that belonged to the company; to avoid conflicts of interest unless the transaction meets specific statutory requirements; and to refrain from competing with the LLC before it dissolves.
The duty of care requires the diligence a reasonably careful person would use in similar circumstances. This is not a guarantee-of-success standard. Honest mistakes don’t automatically create liability, but reckless or uninformed decisions can.4Florida Legislature. Florida Statutes 605.04091 – Standards of Conduct for Members and Managers
These duties can be modified by the operating agreement within limits, but not eliminated. And if you hold a corporate title like “Vice President” while your statutory role is a passive member in a manager-managed LLC, the fancy title doesn’t saddle you with fiduciary duties on its own. The statute looks at your actual role, not your business card.
What the State Sees on Your Annual Report
Every Florida LLC must file an annual report with the Division of Corporations (Sunbiz) to keep its active status. The report collects the names and addresses of the LLC’s managers or authorized members, depending on the management structure. You can also use the annual report to add, remove, or update the names and addresses of managers and authorized members.5Florida Department of State. File Annual Report – Division of Corporations
Notice what the state does not ask for: your President, your CEO, your Treasurer. Sunbiz tracks the statutory titles only. Corporate officer titles live inside the LLC’s operating agreement and don’t appear on the public record.
If you need to switch from member-managed to manager-managed or the other way around, file Articles of Amendment with the Division of Corporations. The filing fee is $25. Update the operating agreement to match, and redefine authority for anyone holding a corporate title, since their powers flow from the management framework that just changed.6Florida Department of State. LLC Fees – Division of Corporations