California · Operating agreement
California LLC operating agreement
What California's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my California operating agreementWhat California’s LLC act says
California defines the operating agreement as the agreement of all the members, including a sole member, about how the company runs. The act uses the term operating agreement. 4
California's act says an operating agreement can be oral, in a record, implied, or any mix of those. 4
What California’s act does not let an agreement change:
- Cannot vary the company's power to sue and be sued 1
- Cannot eliminate the duty of loyalty or care 1
- Cannot restrict the rights of outsiders under the act 1
One-member company. California says an operating agreement of an LLC with one member is not unenforceable just because only one person is a party to it. 4
What happens with no agreement
California treats an LLC as member-managed unless its articles of organization say it is manager-managed. In a member-managed LLC, each member has equal rights in management. 2
California says that if the operating agreement is silent, distributions follow the value of each member's contributions, as stated in the company's required records. 3
What the template covers in California
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
California’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a California LLC
You form a California LLC by filing with California’s Secretary of State.
The California annual LLC tax (Franchise Tax Board) is due April 15 every year. 5
California calls it an "agent for service of process." Every California LLC must designate and continuously maintain in California both an office and an agent for service of process (Corporations Code §17701.13(a)). 6
Search the California business records at the Secretary of State before you file: California entity search.
The operating agreement for a California LLC is separate from the California formation filing. The California Secretary of State says operating agreements are kept by the company and are not filed with the state. Requests for copies go to the company. 7
Common questions
Is an operating agreement required for an LLC in California?
California's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it. 1
Is there a California LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member California LLC have an operating agreement?
California says an operating agreement of an LLC with one member is not unenforceable just because only one person is a party to it. 4
Does a California operating agreement need to be notarized?
None of the California rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a California operating agreement, and is it filed?
The California Secretary of State says operating agreements are kept by the company and are not filed with the state. Requests for copies go to the company. 7
Also in California
Sources 8 links, checked Sep 18, 2026 to Nov 13, 2026
- California LLC act, section 17701.10 leginfo.legislature.ca.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subdivision (a), this title governs the matter.
- California LLC act, section 17704.07 leginfo.legislature.ca.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph (5) of subdivision (b) of Section 17702.01.
- California LLC act, section 17704.04 leginfo.legislature.ca.gov, checked Nov 13, 2026
If the operating agreement does not otherwise provide, distributions shall be on the basis of the value, as stated in the required records when the limited liability company decides to make the distribution, of the contributions
- California LLC act, section 17701.02 leginfo.legislature.ca.gov, checked Nov 13, 2026
‘Operating agreement’ means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members
- California annual LLC tax (Franchise Tax Board) ftb.ca.gov, checked Oct 4, 2026
- California LLC act, section 17701.13(a) leginfo.legislature.ca.gov, checked Sep 18, 2026
- California LLC act, Secretary of State FAQ sos.ca.gov, checked Nov 13, 2026
No, bylaws and operating agreements (and any amendments thereto) are maintained by the business entity and are not filed with the Secretary of State.
- Official state fee schedule for LLC filings bpd.cdn.sos.ca.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains California’s rules. It is not legal or tax advice.
Ready to file? Start your California LLC.