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California LLC Operating Agreement (2026)

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

Updated September 2026≈ 9 minReviewed against Cal. Corp. Code § 17701.01 et seq. · Cal. Corp. Code §§ 17701.02 · Cal. Corp. Code § 17702.09; Gov't Code § 12190
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Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in California are added automatically.

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Sample first page of the LLC Operating Agreement: title block and opening sections with blanks to fill

Sample first page of the LLC Operating Agreement. Your answers fill in the blanks; the clauses required in California are added automatically.

This preview updates as you type. Blank fields show as ____ .

What this document covers

  • Formation, name, purpose and registered agent
  • Tax classification (default, S corp, C corp)
  • Members, contributions and percentage interests
  • Capital accounts and additional contributions
  • Allocations, distributions and tax distributions
  • Member- or manager-managed; voting and major decisions
  • Duties, other activities and deadlock (50/50)
  • Liability and indemnification
  • Transfers, right of first refusal and buy-out events
  • Withdrawal, dissolution, Schedule A and spousal consent

California rules that this document follows

LLC statuteCalifornia Revised Uniform Limited Liability Company Act (RULLCA)Source: Cal. Corp. Code § 17701.01 et seq.
Formation document / filing officeArticles of Organization — California Secretary of State
Operating agreement required?Yes (may be oral; written is far safer)Source: Cal. Corp. Code §§ 17701.02(s), 17701.10 (operating agreement may be oral, in a record, implied, or any combination; SOS form LLC-1 presumes one exists)
Formation fee$70.00
Annual report$20.00 — Statement of Information (Form LLC-12) within 90 days of formation, then every 2 years by end of formation monthSource: Cal. Corp. Code § 17702.09; Gov't Code § 12190
State LLC / franchise taxAnnual franchise tax $800 (Rev. & Tax. Code § 17941) plus LLC fee of $900-$11,790 on California gross receipts ≥ $250,000 (§ 17942)
Community propertyYes — a married Member's spouse may own half of the interest; the Spousal Consent page is generated for married Members
Duty-of-loyalty waiverMay be limited only if not manifestly unreasonable; competing activities require disclosureSource: Cal. Corp. Code §§ 17704.07 (majority in interest), 17704.04 (distributions per contributions), 17705.03 (charging order; foreclosure permitted)
Charging order exclusive remedy (SMLLC)noSource: Cal. Corp. Code §§ 17704.07 (majority in interest), 17704.04 (distributions per contributions), 17705.03 (charging order; foreclosure permitted)

Rules current as of 2026-10-27. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in California

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions and percentages — they drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly; two 50/50 members get an automatic deadlock clause.

If you elect S-corporation status, keep every distribution strictly pro rata — a single disproportionate distribution can terminate the election.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the Articles of Organization, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in California?

Yes — California requires one (Cal. Corp. Code §§ 17701.02(s), 17701.10 (operating agreement may be oral, in a record, implied, or any combination; SOS form LLC-1 presumes one exists)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in California?

Annual/periodic report: $20.00 (Statement of Information (Form LLC-12) within 90 days of formation, then every 2 years by end of formation month; Cal. Corp. Code § 17702.09; Gov't Code § 12190). Annual franchise tax $800 (Rev. & Tax. Code § 17941) plus LLC fee of $900-$11,790 on California gross receipts ≥ $250,000 (§ 17942).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

Why does it ask whether a member is married?

California is a community-property state: a spouse generally owns half of a membership interest acquired during marriage. Without a signed Spousal Consent the transfer restrictions and buy-out terms do not bind the spouse, and a divorce court can award part of the interest.

Other names

  • single member LLC operating agreement
  • multi-member operating agreement
  • LLC agreement
  • company agreement
  • LLC bylaws
  • limited liability company agreement
  • operating agreement template
  • member-managed LLC agreement

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.