California LLC Operating Agreement

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

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California rules that this document follows

LLC statuteCalifornia Revised Uniform Limited Liability Company Act (RULLCA)Source: Cal. Corp. Code § 17701.01 et seq.
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)
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 2026-09-07. 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 — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, 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.

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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.