What Is an Operating Agreement for an LLC in California?
A California LLC operating agreement structures the company’s operating activities. It’s valid whether written as a single-member LLC agreement or a multi-member LLC agreement (CA Corp Code § 17701.02).
An operating agreement for a California LLC can govern many aspects of the business, including the following (CA Corp Code § 17701.10):
- The members’ relationships with each other and the LLC
- The rights and duties of an LLC manager
- The activities of the LLC and the conduct of those activities
- The manner in which the operating agreement can be amended
If your operating agreement does not cover a topic, Title 2.6 of the California Revised Uniform Limited Liability Company Act will oversee it.
It’s important to make your CA operating agreement as comprehensive as possible. When you cover capital contributions, voting rights, and other matters, you can prevent disputes and facilitate smooth operations. You can also use your California LLC operating agreement to outline the procedure for amendments (CA Corp Code § 17701.12).
Does California Require an Operating Agreement for an LLC?
Yes. California is one of the few states that requires an operating agreement for an LLC (CA Corp Code § 17701.13). It can be written, oral, or implied.
Your California LLC will be bound by the agreement, and its members may enforce it (CA Corp Code § 17701.11). You are not required to file it with the Secretary of State. Instead, you store it internally within your company, ensuring it’s accessible when needed.
State law offers “freedom of contract,” meaning LLC members can agree to something in their operating agreement (within legal limits), and courts will usually enforce it.
Sample California LLC Operating Agreement
See an example of a California LLC operating agreement to understand how to outline your LLC’s operational procedures. Then, create your own with Legal Templates’s guided form, including your desired terms. Download the final document in PDF or Word format. You can print it out or keep a digital copy on file to comply with California’s requirement to store an LLC operating agreement internally.
