Plan Who Keeps Your LLC Running Before It's Needed

An LLC succession plan is a set of written terms that answers three questions. Who runs the company? Who can hold a member’s share? How does that share change hands after a death, disability or exit? In Florida, these answers usually belong in the operating agreement. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm helps owners and investors across Miami-Dade and South Florida put these terms in writing before a change happens.

What LLC Succession and Key-Person Planning Covers

LLC succession planning sets the rules for ownership and management when a member leaves the picture. Key-person planning covers the person whose work, relationships, licenses or accounts keep the business running.

The operating agreement holds the main rules. Under Florida law, the operating agreement governs relations among the members, the duties of a manager, and how the agreement can be amended.

Key-person planning asks one simple question. What happens to operations if that one person cannot act? A written answer names who steps in, what they may sign, and how the company keeps paying bills and serving customers. Succession terms also fit inside the wider outside general counsel relationship, where contracts, leases and employment arrangements are reviewed together.

Who This Planning Is For

Planning matters most when the company would stall or split if one owner stopped acting. It fits these owners:

• Single-member LLCs, where the owner is the business and no one else has authority to sign checks or deal with customers.
• Multi-member LLCs with partners or co-investors who need an agreed exit path, a buyout price and transfer limits.
• Owners of rental or investment property held in an LLC, who need clear management for leases and lender relationships.
• Owners who live outside the United States or travel often, who need decision-making authority in place while they are away.
• Companies with an old template agreement that no longer matches who owns or manages the business.

What the Plan Includes

A strong plan answers who manages, who can own, what the interest is worth and how payment works. Each point should be written down, not assumed.

• Successor manager and interim authority, including bank signers and who may sign contracts and leases during a transition.
• Transfer limits and approved transferees, so an interest does not pass to someone the owners never approved.
• Buy-sell terms: triggering events such as death, disability or voluntary exit, a valuation method, payment terms and deadlines to exercise a purchase right.
• Key-person event definitions and the company’s response, including notice duties and temporary management.
• Incapacity provisions that explain how disability is determined and who acts for a member whose capacity is impaired.
• Buyout funding, which may use life or disability insurance or other payment terms.

Transfer limits only work if people know about them. Under Fla. Stat. § 605.0502, a transfer that breaks a restriction in the operating agreement is ineffective against a person who had knowledge or notice of the restriction at the time of transfer. A transferee also does not gain the right to manage the company just by receiving an interest.

How the Process Works

The process starts with a free first consultation, confidential and without obligation to continue. From there, the work moves through document review, drafting, signing and record updates.

1. Consultation. We review your business structure, your owners and any current operating agreement.
2. Document review. We look for missing triggers, outdated valuation terms, unclear manager authority and conflicts with estate documents.
3. Written recommendations. We explain the proposed terms in plain language to every owner who must approve them.
4. Drafting. We draft or amend the operating agreement, buy-sell terms and related documents, and each owner reviews them.
5. Signing and records. Under Fla. Stat. § 605.0410, a limited liability company shall keep at its principal office or another location several records. These include a current list of each member and manager with addresses, a copy of the then-effective operating agreement and all amendments, its filed articles and amendments, its tax returns and financial statements, if any, for the 3 most recent years, and a record of each member’s contributions unless the operating agreement contains it.

Timing depends on the number of owners and the condition of the current documents. Florida businesses must also file annual reports to stay active, according to the Florida Division of Corporations.

Problems a Business Faces Without a Written Succession Plan

Without written terms, Chapter 605’s default rules decide the outcome. Those rules may not match what the owners intended. An LLC is member-managed unless its operating agreement or articles of organization expressly provide otherwise, and in a member-managed LLC, management is vested in the members.

• Operations stall. No one may have clear authority to reach bank accounts, pay staff or sign a lease.
• Death. An individual member is dissociated as a member upon death. A legal representative may then exercise the member’s rights for settling the estate (Fla. Stat. § 605.0504). Fla. Stat. § 605.0504 reads: “If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s legal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or administering the member’s property, including any power the member had to give a transferee the right to become a member.”
• Incapacity. In a member-managed LLC, appointment of a guardian or conservator, or a judicial order of incapacity, also leads to dissociation (§ 605.0602).
• In most cases, a charging order is the sole and exclusive remedy by which a creditor may satisfy a judgment from a member’s interest. It is a lien that requires the company to pay the member’s distributions to the creditor, except as provided in subsections (4) and (5) for single-member companies (Fla. Stat. § 605.0503).
• Valuation disputes. Without agreed valuation terms, owners may disagree on price.

Why Work With KEW Legal

KEW Legal concentrates on business matters for owners and investors across Miami-Dade, Broward County and South Florida.

• Offices. The firm has offices in Coral Gables and Sunny Isles Beach.
• Outside general counsel approach. Succession terms are reviewed alongside contracts, commercial leases, employment arrangements and ownership history, so the plan fits the rest of the company.
• Focused practice. The firm handles partnership disputes, business sales and acquisitions, business contracts and vendor disputes, employment matters for employers, business succession, commercial leases, real estate investment and commercial evictions.
• Lawyers on this matter. Kristina E. Wilson is the responsible lawyer for this page. Natalie Martinez is also a lawyer at the firm. Support staff help with scheduling and office work.

Frequently Asked Questions

Talk With KEW Legal About Your LLC’s Succession Terms

If your operating agreement does not say who runs the company, or who takes over a member’s share after a death or incapacity, state default rules may decide those questions for you. To talk through those gaps, call 305-990-2300 or send us a message through our contact page. Bring your current operating agreement, a list of owners and any buy-sell or estate documents, and we will schedule a consultation.