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California, United States

California LLC Operating Agreement

Set out who owns your California LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current California rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

California LLC act rules · as of 2026

Required by law?
Yes — required
Recognized form
'whether oral, in a record, implied, or in any combination thereof' (includes a sole member's agreement)
Governing act
California Revised Uniform Limited Liability Company Act

Without an agreement: California rejected RULLCA's equal-shares rule: distributions before dissolution 'shall be on the basis of the value... of the contributions the limited liability company has received from each member' — pro rata by contributions (Cal. Corp. Code § 17704.04(a)). Source: Cal. Corp. Code § 17701.02(s) · verify ↗.

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Operating Agreement

of __________ · State of California

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the California Revised Uniform Limited Liability Company Act, with its principal office at __________ .

1. Formation & purpose. The Company was formed under California law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the California Revised Uniform Limited Liability Company Act.

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the California Revised Uniform Limited Liability Company Act's limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byCalifornia law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects California law · verified 2026

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    Why your California LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the California Revised Uniform Limited Liability Company Act decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    California law

    Yes — California is one of the few states that require an operating agreement by law: Effectively required: the California Secretary of State states an operating agreement 'is required' (it is maintained by the LLC, never filed with the state). However, RULLCA contains no express 'shall adopt' clause or penalty — the requirement is satisfied by an oral, implied, or written agreement of the members, and Corp. Code § 17701.13(d)(5) requires keeping a copy only 'if in writing.' (The pre-2014 act's express requirement, former § 17050(b), was not re-enacted verbatim.) (as of 2026). Source: Cal. Corp. Code § 17701.02(s). Check the current California LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in California?

    Yes — California is one of the few states that require an operating agreement by law: Effectively required: the California Secretary of State states an operating agreement 'is required' (it is maintained by the LLC, never filed with the state). However, RULLCA contains no express 'shall adopt' clause or penalty — the requirement is satisfied by an oral, implied, or written agreement of the members, and Corp. Code § 17701.13(d)(5) requires keeping a copy only 'if in writing.' (The pre-2014 act's express requirement, former § 17050(b), was not re-enacted verbatim.) (as of 2026). Source: Cal. Corp. Code § 17701.02(s).

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no California agency records it.

    Can the agreement be oral in California?

    California's statute recognizes: 'whether oral, in a record, implied, or in any combination thereof' (includes a sole member's agreement) (Cal. Corp. Code § 17701.02(s)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does California compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How California compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for California: Cal. Corp. Code § 17701.02(s) ↗.

    • California is one of 4 of 51 jurisdictions that require an LLC to have an operating agreement (47 leave the operating agreement optional (statutory default rules apply without one)).

    LLC operating agreement in other states

    More California legal forms

    Different state? See LLC operating agreements by state →