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.
Maintained by Rapi Stack · 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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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 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)).
The rest of what California requires
The figures below are California's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full California page for that document.
- Security deposit cap · as of 2026
- 1 month's rent Cal. Civ. Code §1950.5 (AB 12, eff. 7/1/2024) ↗
- Deposit return deadline · as of 2026
- 21 days after move-out Cal. Civ. Code §1950.5 (AB 12, eff. 7/1/2024) ↗
- Notice to end a month-to-month tenancy · as of 2026
- 30 days Cal. Civ. Code §1950.5 (AB 12, eff. 7/1/2024) ↗
- Notice for unpaid rent · as of 2026
- 3 days to pay or quit Cal. Civ. Proc. Code § 1161; Cal. Civ. Code § 1946.1 ↗
- Notice to cure a lease violation · as of 2026
- 3 days Cal. Civ. Proc. Code § 1161; Cal. Civ. Code § 1946.1 ↗
- Small claims limit · as of 2026
- $12,500 (individuals) / $6,250 (entities) Cal. Code Civ. Proc. §§116.220, 116.221 ↗
- Where you file · as of 2026
- Small Claims Court (small claims division of the Superior Court) · filing fee $30 (claims up to $1,500) / $50 ($1,500.01-$5,000) / $75 (over $5,000); $100 flat for frequent filers with more than 12 claims in the prior 12 months (Cal. Code Civ. Proc. §116.230) Cal. Code Civ. Proc. §§116.220, 116.221 ↗
- Rental application fee · as of July 2026
- Capped at $30 per applicant, CPI-adjustable annually since 1998 California Legislative Information ↗
- Bill of sale notarization · as of 2026
- Not required California DMV (Form REG 135) ↗
- Power of attorney signing · as of 2026
- Notarization required Cal. Prob. Code §4121 (form §4401) ↗
- Recording a deed · as of 2026
- County Recorder · no witnesses Cal. Civ. Code § 1091 ↗
LLC operating agreement in other states
More California legal forms
Different state? See LLC operating agreements by state →